Common use of Basis for Determining Interest Rate Inadequate or Unfair Clause in Contracts

Basis for Determining Interest Rate Inadequate or Unfair. If, on or prior to the first day of any Interest Period for any borrowing of LIBOR Loans, the Agent shall determine or be notified by the Required Banks that: (a) adequate and reasonable methods do not exist for ascertaining the interest rate applicable for such Interest Period on the basis provided for in the definition of LIBOR Offered Rate, or (b) the Adjusted LIBOR Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to the Banks of funding their LIBOR Loans for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Banks) to the Borrower and the Banks. In such event, until the Agent notifies the Borrower and the Banks that the circumstances giving rise to such suspension no longer exist, (i) any Notice of Borrowing or Notice of Conversion with respect to LIBOR Loans shall be automatically withdrawn and shall be deemed to be a request for a Base Rate Loan, (ii) each LIBOR Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations of the Banks to make LIBOR Loans shall be suspended until the Agent or the Required Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent at the instruction of the Required Banks, shall so notify the Borrower and the Banks.

Basis for Determining Interest Rate Inadequate or Unfair. If, on or prior to the first day of any Interest Period for any borrowing of LIBOR Loans, the Agent shall determine or be notified by the Required Banks that: (a) adequate and reasonable methods do not exist for ascertaining the interest rate applicable for such Interest Period on the basis provided for in the definition of LIBOR Offered Rate, or (b) the Adjusted LIBOR Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to the Banks of funding their LIBOR Loans for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Banks) to the Borrower and the Banks. In such event, until the Agent notifies the Borrower and the Banks that the circumstances giving rise to such suspension no longer exist, (i) any Notice of Borrowing or Notice of Conversion with respect to LIBOR Loans shall be automatically withdrawn and shall be deemed to be a request for a Base an Overnight Rate Loan, (ii) each LIBOR Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base an Overnight Rate Loan, and (iii) the obligations of the Banks to make LIBOR Loans shall be suspended until the Agent or the Required Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent at the instruction of the Required Banks, shall so notify the Borrower and the Banks.

Basis for Determining Interest Rate Inadequate or Unfair. If, on or prior to the first day of any Interest Period for any borrowing of LIBOR Loans, the Agent shall determine or be notified by the Required Banks that: (a) adequate and reasonable methods do not exist for ascertaining the interest rate applicable for such Interest Period on the basis provided for in the definition of LIBOR Offered Rate, or (b) the Adjusted LIBOR Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to the Banks of funding their LIBOR Loans for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Banks) to the Borrower and the Banks. In such event, until the Agent notifies the Borrower and the Banks that the circumstances giving rise to such suspension no longer exist, (i) any Notice of Borrowing or Notice of Conversion with respect to LIBOR Loans shall be automatically withdrawn and shall be deemed to be a request for a Base Rate Loan, (ii) each LIBOR Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations of the Banks to make LIBOR Loans shall be suspended until the Agent or the Required Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent at the instruction of the Required Banks, shall so notify the Borrower and the Banks.

Basis for Determining Interest Rate Inadequate or Unfair. If, on or prior If with respect to the first day of any Libor Interest Period for any borrowing of LIBOR Loans, the Agent shall determine or be notified by the Required Banks that: Period: (a) Administrative Agent reasonably determines (or Required Lenders advise Administrative Agent in writing), which determination shall be binding and conclusive on the Borrower, that by reason of circumstances affecting the interlender Libor Base market adequate and reasonable methods means do not exist for ascertaining the interest rate applicable for such Interest Period on the basis provided for in the definition of LIBOR Offered Libor Base Rate, or ; or (b) Administrative Agent reasonably determines (or Required Lenders advise Administrative Agent in writing) that the Adjusted LIBOR Offered Libor Base Rate as determined by the Agent will not adequately and fairly reflect the cost to Lenders of maintaining or funding the Banks of funding their LIBOR Loans Loan or any portion thereof for such Libor Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Banks) to the Borrower and the Banks. In such event, until the Agent notifies the Borrower and the Banks or that the making or funding of Libor Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of Administrative Agent (or Required Lenders) adversely affects such Loan, then, in either case, so long as such circumstances giving rise to such suspension no longer exist, shall continue: (i) Lenders shall not be under any Notice of Borrowing obligation to make, maintain, convert into or Notice of Conversion with respect to LIBOR continue Libor Loans shall be automatically withdrawn and shall be deemed to be a request for a Base Rate Loan, (ii) each LIBOR Loan will automatically, on the last day of the then current Libor Interest Period relating theretofor each Libor Loan, become each such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan, and (iii) the obligations of the Banks to make LIBOR Loans . Each affected Lender shall be suspended until the Agent or the Required Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent at the instruction of the Required Banks, shall so notify promptly give the Borrower and written notice of any determination made by it under this Section accompanied by a statement setting forth in reasonable detail the Banksbasis of such determination.

Basis for Determining Interest Rate Inadequate or Unfair. If, If on or prior to before the first day of any Interest Period for any borrowing of Euro-Dollar Loans or Competitive Bid LIBOR Loans, the Agent shall determine or be notified by the Required Banks thatLoan: (a) adequate and reasonable methods do the Administrative Agent is advised by the Reference Banks that deposits in dollars in the applicable amounts are not exist for ascertaining being offered to the interest rate applicable Reference Banks in the London interbank market for such Interest Period on the basis provided for in the definition of LIBOR Offered RatePeriod, or (b) in the Adjusted LIBOR case of Euro-Dollar Loans, Lenders having at least 50% in aggregate amount of the Commitments advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to the Banks such Lenders of funding their LIBOR Euro-Dollar Loans for such Interest Period, or the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Banks) thereof to the Borrower and the Banks. In such eventLenders, whereupon until the Administrative Agent notifies the Borrower and the Banks Lenders that the circumstances giving rise to such suspension no longer exist, (i) any Notice the obligations of Borrowing the Lenders to make Euro-Dollar Loans, or Notice of Conversion with respect to LIBOR continue or convert outstanding Loans as or into Euro-Dollar Loans, shall be automatically withdrawn suspended and shall be deemed to be a request for a Base Rate Loan, (ii) each LIBOR outstanding Euro-Dollar Loan will automatically, shall be converted into a Base Rate Loan on the last day of the then current Interest Period relating applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, become (i) if such affected Borrowing is a Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Loan, Borrowing and (iiiii) if such affected Borrowing is a Competitive Bid LIBOR Borrowing, the obligations Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Banks to make LIBOR Loans shall be suspended until the Agent or the Required Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent Interest Period applicable thereto at the instruction of the Required Banks, shall so notify the Borrower and the BanksPrime Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If, on or prior If with respect to the first day of any Interest Period for any borrowing of LIBOR Loans, the Agent shall determine or be notified by the Required Banks that: Period: (a) the Administrative Agent shall have determined that adequate and reasonable methods means do not exist for ascertaining the interest rate applicable LIBOR Rate for such Interest Period on the basis provided for in the definition of LIBOR Offered Rate, or or (b) the Adjusted Administrative Agent shall have received written notice from the Required Banks of their determination that the LIBOR Offered Rate as determined by pursuant to the Agent definition thereof will not adequately and fairly reflect the cost to the such Banks of maintaining or funding their the LIBOR Loans for such Interest Period, the Administrative Agent will forthwith so notify the Banks and Borrower which notice shall forthwith give notice of set forth in detail the basis for such determination (which shall be conclusive and binding on the Borrower and the Banks) to the Borrower and the Banks. In such eventnotice, whereupon until the Administrative Agent notifies or the Borrower and Required Banks, as the Banks case may be, shall have determined that the circumstances giving rise to such suspension no longer existexist and the Administrative Agent shall have notified Borrower and the Banks (and the Required Banks, if making such determination, shall have so notified the Administrative Agent) (i) the LIBOR Rate shall not be available to Borrower as an interest rate option on any Notice of Borrowing or Notice of Conversion with respect to LIBOR Loans shall be automatically withdrawn and shall be deemed to be a request for a Base Rate LoanLoans, (ii) each all of the then outstanding LIBOR Loan will automatically, Loans shall automatically convert to Base Rate Loans on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, applicable to each such LIBOR Loan and (iii) the obligations any Notice of the Banks Borrower or Notice of Election given at any time thereafter with respect to make LIBOR Loans shall be suspended until deemed to be a request for Base Rate Loans. Interest accrued on each such LIBOR Loan prior to any such conversion shall be due and payable on the Agent or the Required Banks determine that the circumstances giving rise to date of such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent at the instruction of the Required Banks, shall so notify the Borrower and the Banksconversion.

Basis for Determining Interest Rate Inadequate or Unfair. If, on or prior to the first day of any Interest Period for any borrowing of LIBOR Loans, the Agent shall determine or be notified by the Required Banks that: (a) Administrative Agent shall promptly notify the other parties if (i) Administrative Agent reasonably determines (which determination will be binding and conclusive on Borrowers) that by reason of circumstances affecting the interbank LIBOR market adequate and reasonable methods means do not exist for ascertaining the interest rate applicable for such Interest Period on the basis provided for in the definition of LIBOR Offered Rate, or or (bii) the Adjusted Required Lenders advise Administrative Agent that the LIBOR Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to the Banks those Lenders of maintaining or funding their LIBOR Loans for such Interest Period, the Agent shall forthwith give notice of such determination (taking into account any amount to which shall those Lenders may be conclusive and binding on the Borrower and the Banksentitled under Section 8.1) to the Borrower and the Banks. In such event, until the Agent notifies the Borrower and the Banks or that the making or funding of LIBOR Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of those Lenders materially affects those Loans. (b) So long as any circumstances giving rise described in a notice delivered pursuant to such suspension no longer existSection 8.2(a) continue, (i) no Lender will be required to make or convert any Notice of Borrowing or Notice of Conversion with respect Base Rate Loans into LIBOR Loans, and (ii) each such Loan will, unless then repaid in full, automatically convert to LIBOR Loans shall be automatically withdrawn and shall be deemed to be a request for a Base Rate Loan. (c) If the circumstance described in clause (a) above and such circumstances are unlikely to be temporary, (ii) each LIBOR Loan will automatically, on then the last day Administrative Agent and the Borrowers shall endeavor to establish and alternative rate of interest for the Loans that gives due consideration to the then current Interest Period relating thereto, become prevailing market convention for determining a Base Rate Loanrate of interest for syndicated loans in the United States at such time, and (iii) the obligations shall enter into an amendment to this Agreement to reflect such alternate rate of the Banks interest and such other related changes to make LIBOR Loans this Agreement as may be applicable. Any such amendment shall be suspended until the Agent become effective without any further action or the Required Banks determine that the circumstances giving rise consent of any other party to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent at the instruction of the Required Banks, shall so notify the Borrower and the Banksthis Agreement.

Basis for Determining Interest Rate Inadequate or Unfair. If, If on or prior to before the first day of any Interest Period for any borrowing of Euro-Dollar Loans or Competitive Bid LIBOR Loans, the Agent shall determine or be notified by the Required Banks thatLoan: (a) adequate and reasonable methods do the Administrative Agent is advised by the Euro-Dollar Reference Banks that deposits in dollars in the applicable amounts are not exist for ascertaining being offered to the interest rate applicable Euro-Dollar Reference Banks in the relevant market for such Interest Period on the basis provided for in the definition of LIBOR Offered RatePeriod, or (b) in the Adjusted LIBOR case of Euro-Dollar Loans, Banks having at least 50% in aggregate amount of the Commitments advise the Administrative Agent that the London Interbank Offered Rate Rate, as determined by the Administrative Agent will not adequately and fairly reflect the cost to the such Banks of funding their LIBOR Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on thereof to the Borrower Borrowers and the Banks) to the Borrower and the Banks. In such event, whereupon until the Administrative Agent notifies the Borrower and the Banks that the circumstances giving rise to such suspension no longer exist, (i) any Notice the obligations of Borrowing the Banks to make Euro-Dollar Loans or Notice of Conversion with respect to LIBOR continue or convert outstanding Loans as or into Euro-Dollar Loans shall be automatically withdrawn suspended and shall be deemed to be a request for a Base Rate Loan, (ii) each LIBOR outstanding Euro-Dollar Loan will automatically, shall be converted into a Base Rate Loan on the last day of the then current Interest Period relating applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, become (i) if such affected Borrowing is a Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Loan, Borrowing and (iiiii) if such affected Borrowing is a Competitive Bid LIBOR Borrowing, the obligations Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Banks to make LIBOR Loans shall be suspended until the Agent or the Required Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent Interest Period applicable thereto at the instruction of the Required Banks, shall so notify the Borrower and the BanksBase Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If, on or prior If with respect to the first day of any Libor Interest Period for any borrowing of LIBOR Loans, the Agent shall determine or be notified by the Required Banks that: Period: (a) Administrative Agent reasonably determines (or Required Lenders advise Administrative Agent in writing), which determination shall be binding and conclusive on the Borrower, that by reason of circumstances affecting the interlender Libor Base market adequate and reasonable methods means do not exist for ascertaining the interest rate applicable for such Interest Period on the basis provided for in the definition of LIBOR Offered Libor Base Rate, or ; or (b) Administrative Agent reasonably determines (or Required Lenders advise Administrative Agent in writing) that the Adjusted LIBOR Offered Libor Base Rate as determined by the Agent will not adequately and fairly reflect the cost to Lenders of maintaining or funding the Banks of funding their LIBOR Loans Loan or any portion thereof for such Libor Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Banks) to the Borrower and the Banks. In such event, until the Agent notifies the Borrower and the Banks or that the making or funding of Libor Loans has become impracticable as a result of an event occurring after -43- the date of this Agreement which in the opinion of Administrative Agent (or Required Lenders) adversely affects such Loans, then, in either case, so long as such circumstances giving rise to such suspension no longer exist, shall continue: (i) Lenders shall not be under any Notice of Borrowing obligation to make, convert into or Notice of Conversion with respect to LIBOR continue Libor Loans shall be automatically withdrawn and shall be deemed to be a request for a Base Rate Loan, (ii) each LIBOR Loan will automatically, on the last day of the then current Libor Interest Period relating theretofor each Libor Loan, become each such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan, and (iii) the obligations of the Banks to make LIBOR Loans . Each affected Lender shall be suspended until the Agent or the Required Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent at the instruction of the Required Banks, shall so notify promptly give the Borrower and written notice of any determination made by it under this Section accompanied by a statement setting forth in reasonable detail the Banksbasis of such determination.

Basis for Determining Interest Rate Inadequate or Unfair. If, (a) If on or prior to the first day of any Interest Period for any borrowing of LIBOR Loans, Euro-Dollar Borrowing the Administrative Agent shall determine or be notified by the Required Banks that: determines in good faith that deposits in Dollars (a) adequate and reasonable methods do not exist for ascertaining the interest rate applicable for such Interest Period on the basis provided for in the definition of LIBOR Offered Rateapplicable amounts), or (b) are not being offered in the Adjusted LIBOR Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to the Banks of funding their LIBOR Loans London interbank market for such Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on thereof to the Borrower Borrowers and the Banks) to the Borrower and the Banks. In such event, whereupon until the Administrative Agent notifies the Borrower and the Banks Borrowers that the circumstances giving rise to such suspension no longer exist, (i) any Notice of Borrowing or Notice of Conversion with respect to LIBOR Loans shall be automatically withdrawn and shall be deemed to be a request for a Base Rate Loan, (ii) each LIBOR Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations of the Banks to make LIBOR Euro-Dollar Loans shall be suspended suspended. In such event (i) unless the applicable Borrower notifies the Administrative Agent on or before the second (2nd) Euro-Dollar Business Day before, but excluding, the date of any Euro-Dollar Borrowing for Dollars for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing, and (ii) any Notice of Borrowing for a Euro-Dollar Borrowing denominated in an Alternate Currency shall be ineffective. (b) If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing the Administrative Agent determines in good faith that deposits in Hong Kong Dollars, Singapore Dollars or Euros (in the applicable amounts), are not being offered in the Hong Kong, Singapore or Frankfurt am Main interbank market, as applicable, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrowers and the Banks, whereupon until the Administrative Agent or notifies the Required Banks determine Borrowers that the circumstances giving rise to such suspension no longer exist, whereupon the obligations of the Banks to make Euro-Dollar Loans denominated in such Alternate Currency shall be suspended. In such event any Notice of Borrowing for a Euro-Dollar Borrowing denominated in such Alternate Currency shall be ineffective. (c) If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing the Administrative Agent ordetermines in good faith that deposits in Canadian Dollars (in the applicable amounts), as are not being offered in the case may beLondon or Toronto interbank markets, for such Interest Period, the Administrative Agent at shall forthwith give notice thereof to the instruction of the Required Banks, shall so notify the Borrower Borrowers and the Banks, whereupon until the Administrative Agent notifies the Borrowers that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans denominated in Canadian Dollars bearing interest by reference to Canadian LIBOR (in the case where deposits in Canadian Dollars (in the applicable amount) are not being offered in the London interbank market) or CDOR (in the case where deposits in Canadian Dollars (in the applicable amount) are not being offered in the Toronto interbank market) shall be suspended. In the event that Euro-Dollar Loans denominated in Canadian Dollars by reference to neither Canadian LIBOR nor CDOR are available, unless the applicable Borrower notifies the Administrative Agent on or before the second (2nd) Euro-Dollar Business Day before, but excluding, the date of any Euro-Dollar Borrowing for Canadian Dollars for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Canadian Base Rate Borrowing on the date of such Euro-Dollar Borrowing, if such day is a Business Day, or otherwise on the next succeeding Business Day.

Basis for Determining Interest Rate Inadequate or Unfair. If(a) Subject to clause (b) of this Section, on or if: (i) the Administrative Agent reasonably and in good faith determines (which determination shall be conclusive absent manifest error) (A) prior to the first day commencement of any Interest Period for any borrowing of LIBOR Loansa Term SOFR Borrowing, the Agent shall determine or be notified by the Required Banks that: (a) that adequate and reasonable methods means do not exist for ascertaining the interest rate applicable Adjusted Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis) for such Interest Period on or (B) at any time, that adequate and reasonable means do not exist for ascertaining the basis provided for in the definition of LIBOR Offered Rate, Adjusted Daily Simple SOFR; or (bii) the Required Banks advise the Administrative Agent (A) prior to the commencement of any Interest Period for a Term SOFR Borrowing, that the Adjusted LIBOR Offered Rate as determined by the Agent Term SOFR for such Interest Period will not adequately and fairly reflect the cost to the such Banks of funding or maintaining their LIBOR Loans included in such Borrowing for such Interest PeriodPeriod or (B) at any time, that the Adjusted Daily Simple SOFR will not adequately and fairly reflect the cost to such Banks of funding or maintaining Daily Simple SOFR Loans; the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Banks) thereof to the Borrower and the Banks. In such event, whereupon, until (x) the Administrative Agent notifies the Borrower and the Banks that the circumstances giving rise to such suspension notice no longer exist, (i) any Notice of Borrowing or Notice of Conversion exist with respect to LIBOR Loans the relevant Benchmark and (y) the Borrower delivers a new request for conversion in accordance herewith, any request for the borrowing of, conversion to or continuation of a Term SOFR Borrowing shall be automatically withdrawn and shall instead be deemed to be a request for the borrowing of or conversion to (A) a Daily Simple SOFR Borrowing so long as the Adjusted Daily Simple SOFR is not also the subject of Section 8.01(a)(i) or 8.01(a)(ii) or (B) a Base Rate Borrowing if the Adjusted Daily Simple SOFR also is the subject of Section 8.01(a)(i) or 8.01(a)(ii) above. Furthermore, if any Term SOFR Loan or Daily Simple SOFR Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 8.01(a) with respect to a Relevant Rate applicable to such Term SOFR Loan or Daily Simple SOFR Loan, then until (ii) each LIBOR Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iiix) the obligations of Administrative Agent notifies the Banks to make LIBOR Loans shall be suspended until the Agent or the Required Banks determine Borrower that the circumstances giving rise to such suspension notice no longer existexist with respect to the relevant Benchmark and (y) the Borrower delivers a new request for a borrowing or conversion in accordance herewith, whereupon (1) any Term SOFR Loan shall on the Agent orlast day of the Interest Period applicable to such Loan convert to, and shall constitute, (x) a Daily Simple SOFR Loan so long as the case may beAdjusted Daily Simple SOFR is not also the subject of Section 8.01(a)(i) or 8.01(a)(ii) or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR also is the subject of Section 8.01(a)(i) or 8.01(a)(ii) and (2) any Daily Simple SOFR Loan shall, on such date, convert to, and shall constitute, a Base Rate Loan. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent at the instruction has not received, by such time, written notice of objection to such Benchmark Replacement from Banks comprising the Required Banks. (ii) Notwithstanding anything to the contrary herein or in any other Loan Document, shall so the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (iii) The Administrative Agent will promptly notify the Borrower and the Banks of (A) any occurrence of a Benchmark Transition Event, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Bank (or group of Banks) pursuant to this Section 8.01, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 8.01. (iv) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate (including the Term SOFR ) and either (x) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (y) the regulatory supervisor for the administrator of such Xxxxxxxxx has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A) above either (x) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (y) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (v) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a borrowing of, conversion to or continuation of any Term SOFR Borrowing to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any request for a borrowing of, or conversion to, any Term SOFR Borrowing into a request for a borrowing of or conversion to (A) a Daily Simple SOFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (B) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event. Furthermore, if any Term SOFR Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to Term SOFR, then until such time as a Benchmark Replacement is implemented pursuant to this Section 8.01(b), any Term SOFR Loan shall on the last day of the Interest Period applicable to such Loan convert to, and shall constitute, (x) a Daily Simple SOFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day.

Basis for Determining Interest Rate Inadequate or Unfair. If, If on or prior to the first day of any Interest Period for any borrowing of Euro-Dollar Loan or Money Market LIBOR Loans, Loan the Agent determines (which determination shall determine or be notified by conclusive absent manifest error) that deposits in dollars (in the Required Banks that: (aapplicable amounts) adequate and reasonable methods do are not exist for ascertaining generally available in the interest rate applicable London interbank market for such Interest Period on period or that the basis provided for London Interbank Offered Rate cannot be determined in accordance with the definition of LIBOR Offered Rate, or (b) the Adjusted LIBOR Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to the Banks of funding their LIBOR Loans for such Interest Periodthereof, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Banks) thereof to the Borrower and the Banks. In such eventLenders, whereupon until the Agent notifies the Borrower and the Banks that the circumstances giving rise to such suspension no longer exist, (i) any Notice the obligations of Borrowing the Lenders to make Euro-Dollar Loans, to convert outstanding Base Rate Loans into Euro-Dollar Loans or Notice of Conversion to convert outstanding Euro-Dollar Loans into Euro-Dollar Loans with respect to LIBOR Loans a different Interest Period shall be automatically withdrawn and shall be deemed to be a request for a Base Rate Loansuspended, (ii) each outstanding Euro-Dollar Loan or Money Market LIBOR Loan, as the case may be, shall be converted into a Base Rate Loan will automatically, on the last day of the then current Interest Period relating applicable thereto, become a Base Rate Loan, and (iii) unless the obligations of the Banks to make LIBOR Loans shall be suspended until Borrower notifies the Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or the Required Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent orMoney Market LIBOR Borrowing, as the case may be, for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (x) if such Borrowing is a Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing and (y) if such Borrowing is a Money Market LIBOR Borrowing, the Agent Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the instruction of the Required Banks, shall so notify the Borrower and the BanksBase Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If, If on or prior to the first day of any Interest Period for any borrowing of LIBOR Loans, the Agent shall determine or be notified by the Required Banks thatFixed Rate Borrowing: (a) the Agent is advised by the Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) the Agent determines (which determination shall be conclusive) that by reason of circumstances affecting the relevant market, adequate and reasonable methods means do not exist for ascertaining the interest rate applicable for Euro-Dollar Loans for such Interest Period on the basis provided for Period; or (c) in the definition case of LIBOR a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Agent that the Adjusted CD Rate or the Adjusted London Interbank Offered Rate, or (b) as the Adjusted LIBOR Offered Rate case may be, as determined by the Agent will not adequately and fairly reflect the cost to the such Banks of funding their LIBOR CD Loans or Euro-Dollar Loans, as the case may be, for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Banks) thereof to the Borrower and the Banks. In such event, whereupon until the Agent notifies the Borrower and the Banks that the circumstances giving rise to such suspension no longer exist, (i) any Notice of Borrowing or Notice of Conversion with respect to LIBOR Loans shall be automatically withdrawn and shall be deemed to be a request for a Base Rate Loan, (ii) each LIBOR Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations of the Banks to make LIBOR CD Loans shall be suspended until the Agent or the Required Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent orEuro-Dollar Loans, as the case may be, shall be suspended. Unless the Borrower notifies the Agent at least one Domestic Business Day before the instruction date of any Fixed Rate Borrowing for which a Notice of Borrowing or, if applicable, a Notice of Term Loan Interest Rate Selection has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Required Banks, shall so notify Interest Period applicable thereto at the Borrower and the BanksBase Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If, on or prior to the first day of any Interest Period for any borrowing of LIBOR Loans, the (a) Administrative Agent shall determine or be notified by promptly notify the Required Banks thatother parties of the following: (ai) Administrative Agent reasonably determines (which determination will be binding and conclusive on Borrower) that by reason of circumstances affecting the interbank SOFR market adequate and reasonable methods means do not exist for ascertaining the interest rate applicable for such Interest Period on the basis provided for in the definition of LIBOR Offered Rate, Adjusted Term SOFR; or (bii) the Required Lenders advise Administrative Agent that the Adjusted LIBOR Offered Rate Term SOFR as determined by the Administrative Agent will not adequately and fairly reflect the cost to those Lenders of maintaining or funding SOFR Loans (taking into account any amount to which those Lenders may be entitled under Section 8.1) or that the Banks making or funding of funding their LIBOR SOFR Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of those Lenders materially affects those Loans. (b) So long as any circumstances described in a notice delivered pursuant to Section 8.2(a) continue, (i) no Lender will be required to make or convert any Base Rate Loans into SOFR Loans, and (ii) each such Loan will, unless then repaid in full, automatically convert to a Base Rate Loan. If Administrative Agent reasonably determines (in consultation with Borrower) after the Closing Date that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR, then (i) a comparable or successor floating rate that is, at such Interest Periodtime, broadly accepted by the market for loans denominated in Dollars in lieu of the London interbank offered rate as determined by Administrative Agent (in consultation with Borrower) or (ii) if no such broadly accepted comparable successor rate exists at such time, Administrative Agent and Borrower shall forthwith give notice endeavor to establish an alternate rate of interest to the Adjusted Term SOFR 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 determination 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. Such selection of a successor rate by Administrative Agent (which and Xxxxxxxx, as applicable) shall be conclusive and binding on unless the Borrower and the Banks) Required Lenders shall have objected in writing to such successor rate within five Business Days of notice thereof. Notwithstanding anything to the Borrower and the Banks. In contrary in this Agreement, such event, until the Agent notifies the Borrower and the Banks that the circumstances giving rise amendment shall become effective without any further action or consent of any other party to such suspension no longer exist, (i) any Notice of Borrowing or Notice of Conversion with respect to LIBOR Loans shall be automatically withdrawn and shall be deemed to be a request for a Base Rate Loan, (ii) each LIBOR Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations of the Banks to make LIBOR Loans shall be suspended until the Agent or the Required Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent at the instruction of the Required Banks, shall so notify the Borrower and the Banksthis Agreement.

Basis for Determining Interest Rate Inadequate or Unfair. If, on or prior to the first day of any Interest Period for any borrowing of LIBOR Loans, the Agent shall determine or be notified by the Required Banks that: (a) the Administrative Agent reasonably determines (which determination shall be binding and conclusive on the Borrowers absent manifest error) that by reason of circumstances affecting the interbank LIBOR market adequate and reasonable methods means do not exist for ascertaining the interest rate applicable for such Interest Period on the basis provided for in the definition of LIBOR Offered Rate, ; or (b) the Adjusted Required Lenders advise the Administrative Agent that the LIBOR Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to the Banks such Lenders of maintaining or funding their LIBOR Loans for such Interest Period, Period (taking into account any amount to which such Lenders may be entitled under Section 8.1) or that the making or funding of LIBOR Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the reasonable opinion of such Lenders materially affects such Loans; then the Administrative Agent shall forthwith give notice of promptly notify the other parties thereof and, so long as such determination (which circumstances shall be conclusive and binding on the Borrower and the Banks) to the Borrower and the Banks. In such event, until the Agent notifies the Borrower and the Banks that the circumstances giving rise to such suspension no longer existcontinue, (i) no Lender shall be under any Notice of Borrowing obligation to make or Notice of Conversion with respect to convert any Base Rate Loans into LIBOR Loans (but shall be automatically withdrawn and shall be deemed to be a request for a make Base Rate LoanLoans concurrently with the making of or conversion of Base Rate Loans into LIBOR Loans by the Lenders which are not so affected, in each case in an amount equal to the amount of LIBOR Loans which would be made or converted into by such Lender at such time in the absence of such circumstances), and (ii) each LIBOR Loan will automatically, on the last day of the then current Interest Period relating theretofor each LIBOR Loan, become such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan, and (iii) the obligations of the Banks to make LIBOR Loans shall be suspended until the Agent or the Required Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent at the instruction of the Required Banks, shall so notify the Borrower and the Banks.

Basis for Determining Interest Rate Inadequate or Unfair. If(a) Circumstances Affecting Benchmark Availability. Subject to clause (b) below, in connection with any request for a SOFR Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for ascertaining Adjusted Term SOFR for the applicable Interest Period with respect to a proposed SOFR Loan on or prior to the first day of any such Interest Period for any borrowing of LIBOR Loans, the Agent shall determine or be notified by (ii) the Required Banks that: shall determine (awhich determination shall be conclusive and binding absent manifest error) adequate and reasonable methods do not exist for ascertaining the interest rate applicable for such Interest Period on the basis provided for in the definition of LIBOR Offered Rate, or (b) the that Adjusted LIBOR Offered Rate as determined by the Agent will Term SOFR does not adequately and fairly reflect the cost to the such Banks of funding their LIBOR making or maintaining such Loans for during such Interest PeriodPeriod and, in the case of clause (ii), the Agent shall forthwith give Required Banks have provided notice of such determination (which shall be conclusive and binding on the Borrower and the Banks) to the Borrower and Administrative Agent, then, in each case, the BanksAdministrative Agent shall promptly give notice thereof to the Borrower. In such eventUpon notice thereof by the Administrative Agent to the Borrowers, until the Agent notifies the Borrower and the Banks that the circumstances giving rise to such suspension no longer exist, (i) any Notice of Borrowing or Notice of Conversion with respect to LIBOR Loans shall be automatically withdrawn and shall be deemed to be a request for a Base Rate Loan, (ii) each LIBOR Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations obligation of the Banks to make LIBOR Loans SOFR Loans, and any right of the Borrowers to convert any Loan to or continue any Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or the affected Interest Periods) until the Administrative Agent or the Required Banks determine that the circumstances giving rise (with respect to such suspension no longer existclause (ii), whereupon the Agent or, as the case may be, the Agent at the instruction of the Required Banks) revokes such notice. Upon receipt of such notice, (A) the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or the affected Interest Periods) or, failing that, the applicable Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans in the amount specified therein and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so notify the Borrower and the Banksprepaid or converted, together with any additional amounts required pursuant to Section 2.10.

Basis for Determining Interest Rate Inadequate or Unfair. If, If on or prior to before the first day of any Interest Period for any borrowing Term SOFR Loans Lenders having at least 50% in aggregate amount of LIBOR Loans, the Commitments advise the Administrative Agent shall determine or be notified by that the Required Banks that: (a) adequate and reasonable methods do not exist for ascertaining the interest rate applicable for such Interest Period on the basis provided for in the definition of LIBOR Offered Term SOFR Rate, or (b) the Adjusted LIBOR Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to the Banks such Lenders of funding their LIBOR Term SOFR Loans for such Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Banks) thereof to the Borrower and the Banks. In such eventLenders, whereupon until the Administrative Agent notifies the Borrower and the Banks that the circumstances giving rise to such suspension no longer exist, (i) any Notice the obligations of Borrowing the Lenders to make Term SOFR Loans or Notice of Conversion with respect to LIBOR continue or convert outstanding Loans as or into Term SOFR Loans shall be automatically withdrawn suspended and shall be deemed to be a request for a Base Rate Loan, (ii) each LIBOR outstanding Term SOFR Loan will automatically, shall be converted into a Base Rate Loan on the last day of the then current Interest Period relating applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Business Days before the date of any affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, become if such affected Borrowing is a Term SOFR Borrowing, such Borrowing shall instead be made as a Base Rate Loan, and (iii) the obligations of the Banks to make LIBOR Loans shall be suspended until the Agent or the Required Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent at the instruction of the Required Banks, shall so notify the Borrower and the BanksBorrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If, on or prior If with respect to the first day of any Interest Period for any borrowing of LIBOR Loans, the Agent shall determine or be notified by the Required Banks that: Period: (a) the Administrative Agent shall have determined that adequate and reasonable methods means do not exist for ascertaining the interest rate applicable LIBOR Rate for such Interest Period on the basis provided for in the definition of LIBOR Offered Rate, or or (b) the Adjusted Administrative Agent shall have received written notice from the Required Banks of their determination that the LIBOR Offered Rate as determined by pursuant to the Agent definition thereof will not adequately and fairly reflect the cost to the such Banks of maintaining or funding their the LIBOR Loans for such Interest Period, the Administrative Agent shall will forthwith give notice of such determination (which shall be conclusive and binding on so notify the Borrower Banks and the Banks) to Borrowers which notice shall set forth in detail the Borrower and the Banks. In basis for such eventnotice, whereupon until the Administrative Agent notifies or the Borrower and Required Banks, as the Banks case may be, shall have determined that the circumstances giving rise to such suspension no longer existexist and the Administrative Agent shall have notified the Borrowers and the Banks (and the Required Banks, if making such determination, shall have so notified the Administrative Agent) (i) the LIBOR Rate shall not be available to the Borrowers as an interest rate option on any Notice of Borrowing or Notice of Conversion with respect to LIBOR Loans shall be automatically withdrawn and shall be deemed to be a request for a Base Rate LoanLoans, (ii) each all of the then outstanding LIBOR Loan will automatically, Loans shall automatically convert to Base Rate Loans on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, applicable to each such LIBOR Loan and (iii) the obligations any Notice of the Banks Borrowing or Notice of Election given at any time thereafter with respect to make LIBOR Loans shall be suspended until deemed to be a request for Base Rate Loans. Interest accrued on each such LIBOR Loan prior to any such conversion shall be due and payable on the Agent or the Required Banks determine that the circumstances giving rise to date of such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent at the instruction of the Required Banks, shall so notify the Borrower and the Banksconversion.

Basis for Determining Interest Rate Inadequate or Unfair. If(a) In the case of SOFR Loans, if on or prior to the first day of any Interest Period for any borrowing of LIBOR Loans, the Agent shall determine or be notified by the Required Banks thatPeriod: (ai) adequate and reasonable methods do not exist the Facility Agent is unable to obtain a quotation for ascertaining the interest rate applicable for such Interest Period on the basis provided for in the definition of LIBOR Offered RateTerm SOFR as contemplated by Section 2.5, or (bii) a Majority of Class A-R Lenders of any Class of Class A-R Loans provide written notice to the Adjusted LIBOR Offered Rate Facility Agent that as a result of changes arising after the date of this Agreement, Term SOFR as determined by the Facility Agent will not adequately and fairly reflect the cost to the Banks such Class A-R Lenders of funding their LIBOR SOFR Loans for such Interest Period, then, in each case the Facility Agent shall forthwith give notice of such determination thereof (which shall be conclusive and binding on the Borrower and the Banksby telephone confirmed in writing) to the Borrower Borrower, S&P, the Collateral Agent and the Banks. In such eventClass A-R Lenders, whereupon until the Facility Agent notifies the Borrower and the Banks Collateral Agent that the circumstances giving rise to such suspension no longer exist, which notice shall be given promptly following the cessation of such circumstances, the obligations (iif any) any Notice of Borrowing the Class A-R Lenders to make or Notice of Conversion with respect to LIBOR maintain SOFR Loans shall be automatically withdrawn and suspended, except in the case of SOFR Loans required to fund Exposure Amounts; provided that such Class A-R Lenders shall be deemed to be a request for a instead fund Base Rate Loan, (ii) each LIBOR Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Loans and such Base Rate Loan, and (iii) the obligations of the Banks to make LIBOR Loans shall be suspended until convert to SOFR Loans promptly upon the Agent or the Required Banks determine Class A-R Lenders determining that the circumstances giving rise to such suspension no longer exist; provided further, whereupon that the Applicable Rate that applies to any then-current Class A-R Loans shall no longer be calculated based upon Term SOFR but rather shall be calculated based upon the Alternate Base Rate, and any future Class A-R Loans shall be Base Rate Loans. (b) Upon receipt of such written notice from the Facility Agent or, as the case may bepursuant to clause (a) of this Section 11.1, the Borrower may request in writing from the Facility Agent at an amendment to this Agreement to modify the instruction Applicable Rate (an “Applicable Rate Notice”). After receipt of an Applicable Rate Notice from the Required BanksBorrower, the Facility Agent and a Majority of Class A-R Lenders of such Class shall so notify make a reasonable and good faith effort to modify the Borrower and Applicable Rate on mutually agreeable terms with the BanksBorrower.

Basis for Determining Interest Rate Inadequate or Unfair. If, on or prior to the first day of any Interest Period for any borrowing of LIBOR Loans, the Agent shall determine or be notified by the Required Banks thatEuroDollar Loan: (a) the Bank determines (which determination shall be conclusive) that by reason of circumstances affecting the relevant market, adequate and reasonable methods means do not exist for ascertaining the interest rate applicable EuroDollar Rate for such Interest Period on the basis provided for in the definition of LIBOR Offered RatePeriod, or (b) the Bank determines (which determination shall be conclusive) that the Adjusted LIBOR London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to the Banks Bank of funding their LIBOR its EuroDollar Loans for such Interest Period, the Agent Bank shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Banks) thereof to the Borrower and the Banks. In such eventBorrower, whereupon until the Agent Bank notifies the Borrower and the Banks that the circumstances giving rise to such suspension no longer existexist (which notice shall be given forthwith upon receipt by the Bank of notice of such determination), (i) any Notice the ability of Borrowing the Borrower to request EuroDollar Loans, or Notice of Conversion with respect to LIBOR continue or convert outstanding Loans as or into EuroDollar Loans, shall be automatically withdrawn suspended, and shall be deemed to be a request for a Base Rate Loan, (ii) each LIBOR outstanding EuroDollar Loan will automatically, shall be converted into a Base Rate Loan on the last day of the then current Interest Period relating applicable thereto. Unless the Borrower notifies the Bank at least two (2) Business Days before the date of any EuroDollar Borrowing for which a Notice of Borrowing has previously been given (which has not been followed by a notification from the Bank as aforesaid) that it elects not to borrow on such date, become such Borrowing shall instead be made as a Base Rate Loan, and (iii) the obligations of the Banks to make LIBOR Loans shall be suspended until the Agent or the Required Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent at the instruction of the Required Banks, shall so notify the Borrower and the BanksBorrowing.

Basis for Determining Interest Rate Inadequate or Unfair. (a) If, on or prior to the first day of any Interest Period for any borrowing of LIBOR Loans, the Agent shall determine or be notified by the Required Banks that: (ai) the Administrative Agent reasonably determines (which determination shall be binding and conclusive on the Company absent manifest error) that by reason of circumstances affecting the interbank Eurocurrency Rate market adequate and reasonable methods means do not exist for ascertaining the interest rate applicable for such Interest Period on the basis provided for in the definition of LIBOR Offered Eurocurrency Rate, ; or (bii) the Adjusted LIBOR Offered Required Lenders advise the Administrative Agent that the Eurocurrency Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to the Banks such Lenders of maintaining or funding their LIBOR Eurocurrency Rate Loans for such Interest Period, Period (taking into account any amount to which such Lenders may be entitled under Section 8.1) or that the making or funding of Eurocurrency Rate Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of such Lenders materially affects such Loans; then the Administrative Agent shall forthwith give notice of promptly notify the other parties thereof and, so long as such determination circumstances shall continue, (which A) no Lender shall be conclusive and binding on the Borrower and the Banks) under any obligation to the Borrower and the Banks. In such event, until the Agent notifies the Borrower and the Banks that the circumstances giving rise to such suspension no longer exist, (i) make or convert any Notice of Borrowing or Notice of Conversion with respect to LIBOR Loans shall be automatically withdrawn and shall be deemed to be a request for a Base Rate Loan, Loans into Eurocurrency Rate Loans and (iiB) each LIBOR Loan will automatically, on the last day of the then current Interest Period relating theretofor each Eurocurrency Rate Loan, become such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan, and . (iiib) If the obligations Lenders having 25% or more of the Banks to make LIBOR Loans Commitments determine (which determination shall be suspended until conclusive and binding upon the Agent Company) that the Eurocurrency Rate or the Required Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent orBase Rate, as the case may be, will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans, the Administrative Agent at shall give notice thereof to the Company and the Lenders as soon as practicable thereafter and, upon delivery of such notice and until the Administrative Agent (upon the instruction of the Required Bankssuch Lenders) revokes such notice, the Market Disruption Spread shall so notify be included in the Borrower calculation of Base Rate and Eurocurrency Rate. (aa) Section 8.3 of the Banks.Credit Agreement shall be deleted in its entirety and replaced with the following:

Basis for Determining Interest Rate Inadequate or Unfair. If, on or prior If with respect to the first day of any Interest Period for any borrowing of LIBOR Loans, the Agent shall determine or be notified by the Required Banks thatPeriod: (a) adequate and reasonable methods do deposits in dollars (in the applicable amounts) are not exist for ascertaining being offered to any one or more Lenders in the interest rate applicable relevant market for such Interest Period on the basis provided for in the definition of LIBOR Offered RatePeriod, or (b) any Lender determines that the Adjusted LIBOR Offered Rate as determined by pursuant to the Agent definition thereof will not adequately and fairly reflect the cost to such Lender of maintaining or funding the Banks of funding their LIBOR Loans for such Interest Period, the Agent such Lender shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Banks) thereof to the Borrower Company and XxXxxxx Electronics which notice shall set forth in detail the Banks. In basis for such eventnotice, whereupon until the Agent such Lender notifies the Borrower Company and the Banks XxXxxxx Electronics that the circumstances giving rise to such suspension no longer exist, (i) the LIBOR Rate shall not be available to the Company or XxXxxxx Electronics as an interest rate option on any Notice of Borrowing Loans made by such Lender to the Company or Notice of Conversion with respect to LIBOR Loans shall be automatically withdrawn and shall be deemed to be a request for a Base Rate LoanXxXxxxx Electronics, (ii) each all of the then outstanding Revolving Credit LIBOR Loan will automatically, Loans made by such Lender shall automatically convert to Revolving Credit Base Rate Loans on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, applicable to each such Revolving Credit LIBOR Loan and (iii) the obligations all of the Banks to make then outstanding Term LIBOR Loans made by such Lender shall automatically convert to Term Base Rate Loans on the last day of the then current Interest Period applicable to each such Term LIBOR Loan. Interest accrued on each such LIBOR Loan prior to any such conversion shall be suspended until due and payable on the Agent or the Required Banks determine that the circumstances giving rise to date of such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent at the instruction of the Required Banks, shall so notify the Borrower conversion together with any funding losses and the Banksother amounts due under Section 2.14.

Basis for Determining Interest Rate Inadequate or Unfair. If, on or prior to the first day of any Interest Period for any borrowing of LIBOR Loans, the Agent shall determine or be notified by the Required Banks that: (a) the Administrative Agent reasonably determines (which determination shall be binding and conclusive on each Borrower) absent manifest error that by reason of circumstances affecting the interbank LIBOR market, adequate and reasonable methods means do not exist for ascertaining the interest rate applicable for such Interest Period on the basis provided for in the definition of LIBOR Offered Rate, ; or (b) the Adjusted Required Lenders advise the Administrative Agent that the LIBOR Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to the Banks such Lenders of maintaining or funding their LIBOR Loans for the relevant Interest Period (taking into account any amount to which such Interest Period, Lenders may be entitled under Section 8.1) or that the making or funding of LIBOR Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of such Lenders materially affects such Loans; then the Administrative Agent shall forthwith give notice of promptly notify the other parties thereof and, so long as such determination (which circumstances shall be conclusive and binding on the Borrower and the Banks) to the Borrower and the Banks. In such event, until the Agent notifies the Borrower and the Banks that the circumstances giving rise to such suspension no longer existcontinue, (i) in the case of the Facility A Lenders, no such Lender shall be under any Notice of Borrowing obligation to make or Notice of Conversion with respect to convert any Base Rate Loans into LIBOR Loans shall be automatically withdrawn and shall be deemed to be a request for a Base Rate Loan, (ii) each LIBOR Loan will automatically, on the last day of the then current Interest Period relating theretofor each LIBOR Loan, become such Loan shall, unless then repaid in full, (x) in the case of the Revolving Loans and Term Loan A, automatically convert to a Base Rate Loan, Loan and (iiiy) the obligations of the Banks to make LIBOR Loans shall be suspended until the Agent or the Required Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as in the case may beof Term Loan B, automatically convert to a Term Loan B which bears interest at or by reference to the Agent at the instruction of the Required Banks, shall so notify the Borrower and the BanksAlternate Term Loan B Rate.

Basis for Determining Interest Rate Inadequate or Unfair. If, on or prior to the first day of any Interest Period for any borrowing of LIBOR Loans, the (a) Administrative Agent shall determine or be notified by promptly notify the Required Banks thatother parties of the following: (ai) Administrative Agent reasonably determines (which determination will be binding and conclusive on Borrower) that by reason of circumstances affecting the interbank SOFR market adequate and reasonable methods means do not exist for ascertaining the interest rate applicable for such Interest Period on the basis provided for in the definition of LIBOR Offered Rate, Adjusted Term SOFR; or (bii) the Required Lenders advise Administrative Agent that the Adjusted LIBOR Offered Rate Term SOFR as determined by the Administrative Agent will not adequately and fairly reflect the cost to those Lenders of maintaining or funding SOFR Loans (taking into account any amount to which those Lenders may be entitled under Section 8.1) or that the Banks making or funding of funding their LIBOR SOFR Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of those Lenders materially affects those Loans. (b) So long as any circumstances described in a notice delivered pursuant to Section 8.2(a) continue, (i) no Lender will be required to make or convert any Base Rate Loans into SOFR Loans, and (ii) each such Loan will, unless then repaid in full, automatically convert to a Base Rate Loan. If Administrative Agent reasonably determines (in consultation with Borrower) after the Closing Date that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR, then (i) a comparable or successor floating rate that is, at such Interest Periodtime, broadly accepted by the market for loans denominated in Dollars in lieu of the London interbank offered rate as determined by Administrative Agent (in consultation with Borrower) or (ii) if no such broadly accepted comparable successor rate exists at such time, Administrative Agent and Borrower shall forthwith give notice endeavor to establish an alternate rate of interest to the Adjusted Term SOFR 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 determination 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. Such selection of a successor rate by Administrative Agent (which and Borrower, as applicable) shall be conclusive and binding on unless the Borrower and the Banks) Required Lenders shall have objected in writing to such successor rate within five Business Days of notice thereof. Notwithstanding anything to the Borrower and the Banks. In contrary in this Agreement, such event, until the Agent notifies the Borrower and the Banks that the circumstances giving rise amendment shall become effective without any further action or consent of any other party to such suspension no longer exist, (i) any Notice of Borrowing or Notice of Conversion with respect to LIBOR Loans shall be automatically withdrawn and shall be deemed to be a request for a Base Rate Loan, (ii) each LIBOR Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations of the Banks to make LIBOR Loans shall be suspended until the Agent or the Required Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent at the instruction of the Required Banks, shall so notify the Borrower and the Banksthis Agreement.

Basis for Determining Interest Rate Inadequate or Unfair. If, on or prior to the first day of any Interest Period for any borrowing of LIBOR Loans, the Agent shall determine or be notified by the Required Banks that: (a) the Administrative Agent reasonably determines (which determination shall be binding and conclusive on the Company absent manifest error) that by reason of circumstances affecting the interbank LIBOR market adequate and reasonable methods means do not exist for ascertaining the interest rate applicable LIBOR Base Rate for such any requested Interest Period on the basis provided for with respect to a proposed LIBOR Loan or in the definition of LIBOR Offered Rate, connection with an existing or proposed Base Rate Loan; or (b) the Adjusted Required Lenders advise the Administrative Agent that (i) the LIBOR Offered Rate as determined by the Administrative Agent for any Interest Period will not adequately and fairly reflect the cost to the Banks such Lenders of maintaining or funding their LIBOR Loans for such Interest PeriodPeriod (taking into account any amount to which such Lenders may be entitled under Section 8.1), (ii) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such LIBOR Loan or (iii) the making or funding of LIBOR Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of such Lenders materially affects such Loans; then the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on promptly notify the Borrower Company and the Banks) to the Borrower and the Banks. In Lenders and, so long as such event, until the Agent notifies the Borrower and the Banks that the circumstances giving rise to such suspension no longer existshall continue, (i) no Lender shall be under any Notice of Borrowing obligation to make or Notice of Conversion with respect to maintain LIBOR Loans shall be automatically withdrawn and shall be deemed to be a request for a or convert any Base Rate LoanLoans into LIBOR Loans, (ii) each in the event of a determination described in clause (a) or (b) with respect to the LIBOR Loan will automaticallyRate component of the Base Rate, the utilization of the LIBOR Rate component in determining the Base Rate shall be suspended and (iii) on the last day of the then current Interest Period relating theretofor each LIBOR Loan, become such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan, and (iii) the obligations of the Banks to make LIBOR Loans shall be suspended until the Agent or the Required Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent at the instruction of the Required Banks, shall so notify the Borrower and the Banks.

Basis for Determining Interest Rate Inadequate or Unfair. If, on or prior to the first day of any Interest Period for any borrowing of LIBOR Loans, the Agent shall determine or be notified by the Required Banks that: (a) adequate and reasonable methods do not exist for ascertaining the interest rate applicable for such Interest Period on the basis provided for in the definition of LIBOR Offered Rate, or (b) the Adjusted LIBOR Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to the Banks of funding their LIBOR Loans for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Banks) to the Borrower and the Banks. In such event, until the Agent notifies the Borrower and the Banks that the circumstances giving rise to such suspension no longer exist, (i) any Notice of Borrowing or Notice of Conversion with respect to LIBOR Loans shall be automatically withdrawn and shall be deemed to be a request for a Base an Overnight Rate Loan, (ii) each LIBOR Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base an Overnight Rate Loan, and (iii) the obligations of the Banks to make LIBOR Loans shall be suspended until the Agent or the Required Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent at the instruction of the Required Banks, shall so notify the Borrower and the Banks.

Basis for Determining Interest Rate Inadequate or Unfair. If, If on or prior to the first day of any Interest Period for any borrowing of LIBOR Loans, the Agent shall determine or be notified by the Required Banks thatFixed Rate Advance: (a) adequate and reasonable methods do the Agent is advised by the Reference Banks that deposits in dollars (in the applicable amounts) are not exist for ascertaining being offered to the interest rate applicable Reference Banks in the relevant market for such Interest Period on the basis provided for in the definition of LIBOR Offered Rate, Period; or (b) in the Adjusted LIBOR case of a Committed Advance, the Required Lenders advise the Agent that the London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to the Banks such Lenders of funding their LIBOR Loans Eurodollar Advances for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on thereof to the Borrower Borrowers and the Banks) to the Borrower and the Banks. In such eventLenders, whereupon until the Agent notifies the Borrower and the Banks Borrowers that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Eurodollar Advances shall be suspended. Unless the Borrowers notify the Agent at least 2 Domestic Business Days prior to the date of any Fixed Rate Advance for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) any Notice of Borrowing or Notice of Conversion with respect to LIBOR Loans if such Fixed Rate Advance is a Committed Advance, such Advance shall instead be automatically withdrawn and shall be deemed to be a request for made as a Base Rate Loan, Advance and (ii) if such Fixed Rate Advance is a Money Market LIBOR Advance, the Money Market LIBOR Advances comprising such Advance shall bear interest for each LIBOR Loan will automatically, on day from and including the first day to but excluding the last day of the then current Interest Period relating thereto, become a applicable thereto at the Base Rate Loan, and (iii) the obligations of the Banks to make LIBOR Loans shall be suspended until the Agent or the Required Banks determine that the circumstances giving rise to for such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent at the instruction of the Required Banks, shall so notify the Borrower and the Banksday.

Basis for Determining Interest Rate Inadequate or Unfair. If(a) In the case of Term SOFR Loans, if on or prior to the first day of any Interest Period for any borrowing of LIBOR Loans, the Agent shall determine or be notified by the Required Banks thatPeriod: (ai) adequate and reasonable methods do not exist the Administrative Agent is unable to obtain a quotation for ascertaining the interest rate applicable for such Interest Period on the basis provided for in the definition of LIBOR Offered RateTerm SOFR as contemplated by Section 2.5, or (bii) so long as no Term SOFR Transition Event has occurred with respect to then-current Term SOFR, the Adjusted LIBOR Offered Rate Majority Lenders in respect of any Class advise the Administrative Agent in writing that, as a result of changes arising after the date of this Agreement they have determined, in their commercially reasonable judgment, that a material disruption to Term SOFR or a change in the methodology of calculating Term SOFR has occurred or the Majority Lenders advise the Administrative Agent in writing that, as a result of changes arising after the date of this Agreement Term SOFR as determined by the Administrative Agent will not adequately and fairly reflect the cost to the Banks such Lenders of funding or maintaining their LIBOR Term SOFR Loans for such Interest Period, in each case the Administrative Agent shall forthwith give notice of such determination thereof (which shall be conclusive and binding on the Borrower and the Banksin writing or by telephone confirmed in writing) to the Borrower Borrower, S&P, the Collateral Agent and the Banks. In such eventLenders, whereupon until the Administrative Agent notifies the Borrower and the Banks Collateral Agent that the circumstances giving rise to such suspension no longer exist, (i) any Notice of Borrowing or Notice of Conversion with respect to LIBOR Loans which notice shall be automatically withdrawn and shall be deemed to be a request for a Base Rate Loangiven promptly following the cessation of such circumstances, the obligations (iiif any) each LIBOR Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations of the Banks Lenders to make LIBOR Term SOFR Loans (if any) shall be suspended until the Agent or the Required Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent at the instruction of the Required Banks, shall so notify the Borrower and the BanksLenders shall instead fund Base Rate Loans.

Basis for Determining Interest Rate Inadequate or Unfair. If, on or prior If with respect to the first day of any Libor Interest Period for any borrowing of LIBOR Loans, the Agent shall determine or be notified by the Required Banks that: Period: (a) Administrative Agent reasonably determines (or Required Lenders advise Administrative Agent in writing), which determination shall be binding and conclusive on the Borrower, that by reason of circumstances affecting the interlender Libor Base market adequate and reasonable methods means do not exist for ascertaining the interest rate applicable for such Interest Period on the basis provided for in the definition of LIBOR Offered Libor Base Rate, or ; or (b) Administrative Agent reasonably determines (or Required Lenders advise Administrative Agent in writing) that the Adjusted LIBOR Offered Libor Base Rate as determined by the Agent will not adequately and fairly reflect the cost to Lenders of maintaining or funding the Banks of funding their LIBOR Loans Loan or any portion thereof for such Libor Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Banks) to the Borrower and the Banks. In such event, until the Agent notifies the Borrower and the Banks or that the making or funding of Libor Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of Administrative Agent (or Required Lenders) adversely affects such Loans, then, in either case, so long as such circumstances giving rise to such suspension no longer exist, shall continue: (i) Lenders shall not be under any Notice of Borrowing obligation to make, convert into or Notice of Conversion with respect to LIBOR continue Libor Loans shall be automatically withdrawn and shall be deemed to be a request for a Base Rate Loan, (ii) each LIBOR Loan will automatically, on the last day of the then current Libor Interest Period relating theretofor each Libor Loan, become each such Loan shall, -49- unless then repaid in full, automatically convert to a Base Rate Loan, and (iii) the obligations of the Banks to make LIBOR Loans . Each affected Lender shall be suspended until the Agent or the Required Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent at the instruction of the Required Banks, shall so notify promptly give the Borrower and written notice of any determination made by it under this Section accompanied by a statement setting forth in reasonable detail the Banksbasis of such determination.

Basis for Determining Interest Rate Inadequate or Unfair. If, (I) If on or prior to the first day of any Interest Period for any borrowing of LIBOR Loans, the Agent shall determine or be notified by the Required Banks thatEuro-Dollar Borrowing: (a) adequate and reasonable methods do the Agent determines that deposits in Dollars (in the applicable amounts) are not exist for ascertaining being offered in the interest rate applicable relevant market for such Interest Period on the basis provided for in the definition of LIBOR Offered RatePeriod, or (b) the Required Banks advise the Agent that the Adjusted LIBOR London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to the such Banks of funding their LIBOR Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Banks) thereof to the Borrower and the Banks. In such eventBank Parties, whereupon until the Agent notifies the Borrower and the Banks that the circumstances giving rise to such suspension no longer exist, (i) any Notice the obligations of Borrowing the Bank Parties to make Euro-Dollar Loans, or Notice of Conversion with respect to LIBOR continue or convert outstanding Loans as or into Euro-Dollar Loans, shall be automatically withdrawn suspended and shall be deemed to be a request for a Base Rate Loan, (ii) each LIBOR outstanding Euro-Dollar Loan will automatically, shall be converted into a Base Rate Loan on the last day of the then current Interest Period relating applicable thereto. Unless the Borrower notifies the Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, become such Borrowing shall instead be made as a Base Rate LoanBorrowing. (II) Notwithstanding anything to the contrary in this Agreement or any other Financing Documents, and if the Agent determines (iii) the obligations of the Banks to make LIBOR Loans which determination shall be suspended until the Agent conclusive absent manifest error), or the Required Banks determine notify the Agent (with a copy to the Borrower) that the Required Banks have determined, that: (a) adequate and reasonable means do not exist for ascertaining the Adjusted London Interbank Offered Rate for any requested Interest Period, including, without limitation, because the London Interbank Offered Rate is not available or published on a current basis and such circumstances giving rise are unlikely to such suspension be temporary; or (b) the supervisor for the administrator of the London Interbank Offered Rate or a governmental authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the London Interbank Offered Rate shall no longer existbe made available, whereupon or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), then, after such determination by the Agent oror receipt by the Agent of such notice, as the case may beapplicable, the Agent at and the instruction Borrower may amend this Agreement to replace the London Interbank Offered Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that has been broadly accepted by the syndicated loan market in the United States in lieu of the London Interbank Offered Rate (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and, notwithstanding anything to the contrary in Section 10.05, any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Agent shall have posted such proposed amendment to all Banks unless, prior to such time, Banks comprising the Required BanksBanks have delivered to the Agent notice that such Required Banks do not accept such amendment; provided that if the LIBOR Successor Rate shall be less than zero, such rate shall so notify be deemed zero for purposes of this Agreement. If no LIBOR Successor Rate has been determined and the circumstances under clause (a) above exist, the obligation of each Bank to make or maintain Euro-Dollar Loans shall be suspended, (to the extent of the affected Euro-Dollar Loans or Interest Periods). Upon receipt of such notice, the Borrower and may revoke any pending request for a Euro-Dollar Borrowing of, conversion to or continuation of Euro-Dollar Loans (to the Banksextent of the affected Euro-Dollar Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

Basis for Determining Interest Rate Inadequate or Unfair. If, on or prior If with respect to the first day of any Interest Period for any borrowing of LIBOR Loans, the Agent shall determine or be notified by the Required Banks that: Period: (a) the Administrative Agent shall have determined that adequate and reasonable methods means do not exist for ascertaining the interest rate applicable LIBOR Rate for such Interest Period on the basis provided for in the definition of LIBOR Offered Rate, or or (b) the Adjusted Administrative Agent shall have received written notice from the Required Banks of their determination that the LIBOR Offered Rate as determined by pursuant to the Agent definition thereof will not adequately and fairly reflect the cost to the such Banks of maintaining or funding their the LIBOR Loans for such Interest Period, the Administrative Agent will forthwith so notify the Banks and Borrower which notice shall forthwith give notice of set forth in detail the basis for such determination (which shall be conclusive and binding on the Borrower and the Banks) to the Borrower and the Banks. In such eventnotice, whereupon until the Administrative Agent notifies or the Borrower and Required Banks, as the Banks case may be, shall have determined that the circumstances giving rise to such suspension no longer existexist and the Administrative Agent shall have notified Borrower and the Banks (and the Required Banks, if making such determination, shall have so (i) the LIBOR Rate shall not be available to Borrower as an interest rate option on any Notice of Borrowing or Notice of Conversion with respect to LIBOR Loans shall be automatically withdrawn and shall be deemed to be a request for a Base Rate LoanLoans, (ii) each all of the then outstanding LIBOR Loan will automatically, Loans shall automatically convert to Base Rate Loans on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, applicable to each such LIBOR Loan and (iii) the obligations any Notice of the Banks Borrowing or Notice of Election given at any time thereafter with respect to make LIBOR Loans shall be suspended until deemed to be a request for Base Rate Loans. Interest accrued on each such LIBOR Loan prior to any such conversion shall be due and payable on the Agent or the Required Banks determine that the circumstances giving rise to date of such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent at the instruction of the Required Banks, shall so notify the Borrower and the Banksconversion.

Basis for Determining Interest Rate Inadequate or Unfair. If, on or prior If with respect to the first day of any Libor Interest Period for any borrowing of LIBOR Loans, the Agent shall determine or be notified by the Required Banks that: Period: (a) Administrative Agent reasonably determines (or Required Lenders advise Administrative Agent in writing), which determination shall be binding and conclusive on the Borrower, that by reason of circumstances affecting the interlender Libor Base market adequate and reasonable methods means do not exist for ascertaining the interest rate applicable for such Interest Period on the basis provided for in the definition of LIBOR Offered Libor Base Rate, or ; or (b) Administrative Agent reasonably determines (or Required Lenders advise Administrative Agent in writing) that the Adjusted LIBOR Offered Libor Base Rate as determined by the Agent will not adequately and fairly reflect the cost to Lenders of maintaining or funding the Banks of funding their LIBOR Loans Loan or any portion thereof for such Libor Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Banks) to the Borrower and the Banks. In such event, until the Agent notifies the Borrower and the Banks or that the making or funding of Libor Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of Administrative Agent (or Required Lenders) adversely affects such Loan, then, in - 40 - DM3\7000734.9 either case, so long as such circumstances giving rise to such suspension no longer exist, shall continue: (i) Lenders shall not be under any Notice of Borrowing obligation to make, maintain, convert into or Notice of Conversion with respect to LIBOR continue Libor Loans shall be automatically withdrawn and shall be deemed to be a request for a Base Rate Loan, (ii) each LIBOR Loan will automatically, on the last day of the then current Libor Interest Period relating theretofor each Libor Loan, become each such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan, and (iii) the obligations of the Banks to make LIBOR Loans . Each affected Lender shall be suspended until the Agent or the Required Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent at the instruction of the Required Banks, shall so notify promptly give the Borrower and written notice of any determination made by it under this Section accompanied by a statement setting forth in reasonable detail the Banksbasis of such determination.

Basis for Determining Interest Rate Inadequate or Unfair. If, If on or prior to the first day of any Interest Period for any borrowing of LIBOR Loans, the Agent shall determine or be notified by the Required Banks thatBorrowing: (a) adequate and reasonable methods do the Administrative Agent is advised that deposits in dollars (in the applicable amounts) are not exist for ascertaining being offered in the interest rate applicable relevant market for such Interest Period on the basis provided for in the definition of LIBOR Offered RatePeriod, or (b) Lenders having fifty percent (50%) or more of the aggregate principal amount of the affected Loans advise the Administrative Agent that the Adjusted LIBOR London Interbank Offered Rate Rate, as determined by the Agent Administrative Agent, will not adequately and fairly reflect the cost to the Banks such Lenders of funding their LIBOR Loans for such Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on thereof to the Borrower Borrowers and the Banks) to the Borrower and the Banks. In such eventLenders, whereupon until the Administrative Agent notifies the Borrower and the Banks Borrowers that the circumstances giving rise to such suspension results set forth in Section 8.1(a) or (b) above no longer exist, (i) any Notice the obligations of Borrowing the Lenders to make LIBOR Loans or Notice of Conversion with respect to continue or convert outstanding Loans as or into LIBOR Loans shall be automatically withdrawn suspended and shall be deemed to be a request for a Base Rate Loan, (ii) each outstanding LIBOR Loan will automatically, shall be converted into a Alternate Base Rate Loan on the last day of the then current Interest Period relating applicable thereto. Unless the Borrowers notify the Administrative Agent at least two (2) Domestic Business Days before the date of any LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, become a such Borrowing shall be an Alternate Base Rate Loan, and (iii) the obligations of the Banks to make LIBOR Loans shall be suspended until the Agent or the Required Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent at the instruction of the Required Banks, shall so notify the Borrower and the BanksBorrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If, If on or prior to the first day of any Interest Period for any borrowing of LIBOR Loans, the Agent shall determine or be notified by the Required Banks thatPeriod: (a) Administrative Agent reasonably determines (which determination shall be binding and conclusive on Borrower) that by reason of circumstances affecting the interbank LIBO Rate market adequate and reasonable methods means do not exist for ascertaining the interest rate applicable for such Interest Period on the basis provided for in LIBO Rate pursuant to the definition of LIBOR Offered Rate, thereof; or (b) the Adjusted Required Lenders advise Administrative Agent that for any reason in connection with any request for a LIBOR Offered Loan or a conversion thereto or a continuation thereof that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such LIBOR Loans, the LIBO Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to the Banks such Lenders of maintaining or funding their LIBOR Loans for such Interest PeriodPeriod (taking into account any amount to which such Lenders may be entitled under Section 8.1), or that the making or funding of LIBOR Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of such Lenders materially affects such Loans; then Administrative Agent shall forthwith give notice of promptly notify the other parties thereof and, so long as such determination (which circumstances shall be conclusive and binding on the Borrower and the Banks) to the Borrower and the Banks. In such event, until the Agent notifies the Borrower and the Banks that the circumstances giving rise to such suspension no longer existcontinue, (i) no Lender shall be under any Notice of Borrowing obligation to make or Notice of Conversion with respect to convert any Base Rate Loans into LIBOR Loans shall be automatically withdrawn and shall be deemed to be a request for a Base Rate Loan, (ii) each LIBOR Loan will automatically, on the last day of the then current Interest Period relating theretofor each LIBOR Loan, become such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan, and (iii) the obligations of the Banks to make LIBOR Loans shall be suspended until the Administrative Agent or the Required Banks determine that the circumstances giving rise to revokes such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent at the instruction of the Required Banks, shall so notify the Borrower and the Banksnotice.

Basis for Determining Interest Rate Inadequate or Unfair. IfThe Agent shall give prompt notice to the Lessor, the Company and the Lenders of the applicable interest rate or Yield determined by the Agent for purposes of Sections 3.03(a) and (b). If on or prior to the first day of any Interest Period for any borrowing of LIBOR Loans, the Agent shall determine or be notified by the Required Banks thatPeriod: (a) adequate and reasonable methods do the Agent determines that deposits in Dollars (in the applicable amounts), are not exist for ascertaining being offered in the interest rate applicable relevant market for such Interest Period on the basis provided for in the definition of LIBOR Offered Rateor Yield Period, or (b) the Adjusted LIBOR Offered Rate Majority Lenders, or the Lessor, as determined by applicable, determine and give notice to the Agent that the rates or yield determined on the basis of the LIBO Rate for any Interest Period or Yield Period for Loans or Lessor Investment Payments will not adequately and fairly reflect the cost to either the Banks Majority Lenders or the Lessor of making, funding or maintaining their LIBOR respective Loans or Lessor Investment Payments for such Interest Period or Yield Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on so notify the Borrower Lessor, the Company and the Banks) to the Borrower and the Banks. In such eventLenders, until the Agent notifies the Borrower and the Banks that the circumstances giving rise to such suspension no longer exist, whereupon, (i) any Notice in the case of Borrowing or Notice of Conversion with respect to LIBOR Loans shall be automatically withdrawn and shall be deemed to be a request for a Base Rate such notice from the Majority Lenders, each such Loan, (ii) each LIBOR Loan or in the case of such notice from the Lessor, the Lessor Investment Payments, will automatically, on the last day of the then current existing Interest Period relating theretoor Yield Period, become as applicable, accrue interest or Yield, as applicable, at a rate based upon the Base Rate Loan, and plus the Applicable Margin. (iiiii) the obligations obligation of the Banks Majority Lenders or the Lessor, as applicable, to make LIBOR Loans, or to maintain Loans or Lessor Investment Payments or Lessor Investment, as applicable, at the Adjusted LIBO Rate shall be suspended until the Agent or shall notify the Required Banks determine Lessor, the Company and the Lenders that the circumstances giving rise to causing such suspension no longer exist, whereupon and (iii) unless the Lessor, or the Company, as Acquisition/Construction Agent for the Lessor, notifies the Agent orat least two (2) Business Days before the date of any Borrowing or requested Lessor Investment Payment for which Advance Notice has previously been given that it elects not to effect a Borrowing, or require such Lessor Investment Payment, as applicable, on such date, such Borrowing or requested Lessor Investment Payment shall instead be made at a rate of interest or Yield, as applicable, based upon the case may beBase Rate plus the Applicable Margin. Upon the written request of the Lessor or the Company, as Acquisition/Construction Agent for the Lessor, the Agent shall negotiate with the Company, as Acquisition/Construction Agent for the Lessor, and the relevant Lender or the Lessor for a reasonable period of time, as determined in the Agent's discretion, to develop a substitute interest rate basis hereunder; PROVIDED, however, (x) the Agent, the Lenders, the Lessor and the Company make no representation, warranty or covenant that any such agreement will be made, and (y) any relevant Loans or Lessor Investment Payments shall continue to have interest or Yield accrue thereon at the instruction Base Rate during the continuance of any such negotiations and thereafter should no alternate interest rate be agreed to by the Required Banks, shall so notify the Borrower and the Banksnecessary parties.

Basis for Determining Interest Rate Inadequate or Unfair. If, If on or prior to the first day of any Interest Period for any borrowing of LIBOR Loans, the Agent shall determine or be notified by the Required Banks thatLibor Loan: (a) adequate and reasonable methods do deposits in dollars (in the applicable amounts) are not exist for ascertaining being offered to the interest rate applicable Lenders in the relevant market for such Interest Period on the basis provided for in the definition of LIBOR Offered RatePeriod, or (b) any Lender advises the Agent that the Adjusted LIBOR Offered Rate Libor Rate, as determined by the Agent will not adequately and fairly reflect the cost to the Banks such Lender’s of funding their LIBOR its Libor Loans for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Banks) thereof to the Borrower and the Banks. In such eventLenders, whereupon until the Agent notifies the Borrower and the Banks that the circumstances giving rise to such suspension no longer exist, (i) any Notice the obligations of Borrowing the Lenders to make Libor Loans or Notice of Conversion with respect to LIBOR convert Prime Rate Loans into Libor Loans shall be automatically withdrawn suspended and shall be deemed to be a request for a Base Rate Loan, (ii) each LIBOR outstanding Libor Loan will automatically, shall be converted into a Prime Rate Loan on the last day of the then current Interest Period relating applicable thereto, become a Base Rate Loan, and (iii) . Unless the obligations of the Banks to make LIBOR Loans shall be suspended until the Agent or the Required Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, Borrower notifies the Agent at least two (2) Business Days before the instruction date of the Required Banksany Libor Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall so notify the Borrower and the Banksinstead be made as a Prime Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If, on or prior If with respect to the first day of any Interest Period for any borrowing of LIBOR Loans, Period: (i) the Agent shall determine determines that, or be notified by the Required Banks determine and advise the Agent that:, deposits in U.S. dollars (in the applicable amounts) are not being offered in the London interbank eurodollar market for such Interest Period; or (aii) the Agent otherwise determines, or the Required Banks determine and advise the Agent (which determination shall be binding and conclusive on all parties), that by reason of circumstances affecting the London interbank eurodollar market adequate and reasonable methods means do not exist for ascertaining the interest rate applicable for such Interest Period on the basis provided for in the definition of LIBOR Offered Rate, ; or (biii) the Adjusted Agent determines, or the Required Banks determine and advise the Agent, that the LIBOR Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to the Banks of maintaining or funding their a LIBOR Loans Rate Advance for such Interest Period, or that the making or funding of LIBOR Rate Advances has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of such Banks materially affects such LIBOR Rate Advances; then the Agent shall forthwith give notice promptly notify the affected parties and (A) in the event of such determination (which shall be conclusive and binding on any occurrence described in the Borrower and the Banks) to the Borrower and the Banks. In such event, until the Agent notifies the Borrower and the Banks that the circumstances giving rise to such suspension no longer exist, foregoing clause (i) the Borrowers shall enter into good faith negotiations with each affected Bank in order to determine an alternate method to determine the LIBOR Rate for such Bank, and during the pendency of such negotiations with any Notice of Borrowing or Notice of Conversion with respect to LIBOR Loans Bank, such Bank shall be automatically withdrawn under no obligation to make any new LIBOR Rate Advances, and shall be deemed to be a request for a Base Rate Loan, (B) in the event of any occurrence described in the foregoing clauses (ii) each LIBOR Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and or (iii) the obligations of the Banks ), for so long as such circumstances shall continue, no Bank shall be under any obligation to make any new LIBOR Loans shall be suspended until the Agent or the Required Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent at the instruction of the Required Banks, shall so notify the Borrower and the BanksRate Advances.

Basis for Determining Interest Rate Inadequate or Unfair. If, on or prior to If before the first day beginning of any Interest Period for any borrowing of LIBOR Loans, the Agent shall determine or be notified by the Required Banks thatapplicable to a Eurodollar Loan: (ai) adequate and reasonable methods do by reason of circumstances affecting the interbank eurodollar market generally, deposits in Dollars are not exist being offered by the Administrative Agent in the interbank eurodollar market for ascertaining such Interest Period; (ii) the interest rate applicable Required Lenders shall determine that the Eurodollar Rate determined or to be determined for such Interest Period on the basis provided for in the definition of LIBOR Offered Rate, or (b) the Adjusted LIBOR Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to the Banks such Lenders of funding their LIBOR Loans maintaining or funding, for such Interest Period, their Eurodollar Loans to which such Interest Period applies; or (iii) the Administrative Agent is unable to determine the London Interbank Offered Rate; the Administrative Agent (upon receipt of notice from the Required Lenders in the case of clause (ii) above) shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Banks) thereof to the Borrower and the Banks. In such event, Company whereupon until the Administrative Agent notifies the Borrower and the Banks Company that the circumstances giving rise to such suspension no longer exist, exist (iA) any Notice the obligations of Borrowing or Notice of Conversion with respect the Lenders to LIBOR make the affected Eurodollar Loans shall be automatically withdrawn suspended and (B) the Company shall be deemed to be a request for a Base Rate Loanrepay in full the then outstanding principal amount of each affected Eurodollar Loan received by it, (ii) each LIBOR Loan will automaticallytogether with accrued interest thereon, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) applicable to such Loan or convert the obligations then outstanding principal amount of each Eurodollar Loan on the last day of the Banks to make LIBOR Loans shall be suspended until the Agent or the Required Banks determine that the circumstances giving rise then current Interest Period applicable to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent at the instruction of the Required Banks, shall so notify the Borrower and the BanksLoan to an ABR Loan.

Basis for Determining Interest Rate Inadequate or Unfair. If, on or prior If with respect to the first day of any Interest Period for any borrowing of LIBOR Loans, the Agent shall determine or be notified by the Required Banks thatPeriod: (a) By reason of circumstances affecting the London interbank Eurocurrency market, adequate and reasonable methods fair means do not exist for ascertaining the rate of interest rate applicable payable pursuant to Section 2.5(b) in respect of such LIBOR Loan for such Interest Period on the basis provided for in the definition of LIBOR Offered Rate, Period; or (b) Agent determines that deposits in Dollars (in the Adjusted LIBOR applicable amounts) are not being offered to any Bank in the relevant London interbank Eurocurrency market for such Interest Period, or (c) Agent determines that the London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to any Bank of maintaining or funding the Banks of funding their LIBOR Loans for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Banks) thereof to the Borrower and the Banks. In such eventBorrower, whereupon until the Agent notifies the Borrower and the Banks that the circumstances giving rise to such suspension no longer exist, (i) any Notice of Borrowing or Notice of Conversion with respect to LIBOR Loans shall be automatically withdrawn and shall be deemed to be a request for a Base Rate Loan, (ii) each LIBOR Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iiia) the obligations of the Banks to make LIBOR Loans shall be suspended until suspended, and (b) Borrower shall repay in full then outstanding principal amount of each of its LIBOR Loans, together with accrued interest thereon, on the Agent or the Required Banks determine that the circumstances giving rise last day of then current Interest Period applicable to such suspension no longer existLoan. Concurrently with repaying each such LIBOR Loan pursuant to this Section, whereupon the Agent orBorrower shall borrow a Prime Loan in an equal principal amount from Banks, as the case may beand Banks shall make such a Prime Loan, the unless Borrower notifies Agent at least one Domestic Business Day before the instruction date of the Required Banks, shall so notify the Borrower and the Bankssuch repayment that it elects not to borrow any Prime Loans on such date.

Basis for Determining Interest Rate Inadequate or Unfair. IfIn the case of SOFR Loans, if on or prior to the first day of any Interest Period for any borrowing of LIBOR LoansPeriod, unless the Administrative Agent shall determine or be notified by the Required Banks thatdetermines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred: (a) adequate and reasonable methods do the Administrative Agent determines that Term SOFR cannot exist for ascertaining the interest rate applicable for such Interest Period on the basis provided for in be determined pursuant to the definition of LIBOR Offered Ratethereof, or (b) the Adjusted LIBOR Offered Rate Controlling Parties advise the Administrative Agent that as a result of changes arising after the date of this Agreement with respect to Term SOFR, they have determined, in their commercially reasonable judgment, that a material disruption to Term SOFR or a change in the methodology of calculating Term SOFR has occurred, or the Controlling Parties advise the Administrative Agent that as a result of changes arising after the date of this Agreement, Term SOFR as determined by the Administrative Agent will not adequately and fairly reflect the cost to the Banks such Lenders of funding or maintaining their LIBOR SOFR Loans for such Interest Period, in each case the Administrative Agent shall forthwith give notice of such determination thereof (which shall be conclusive and binding on the Borrower and the Banksby telephone confirmed in writing) to the Borrower Borrower, the Lenders, S&P and the Banks. In such eventCollateral Agent, whereupon until the Administrative Agent notifies the Borrower and the Banks Collateral Agent that the circumstances giving rise to such suspension no longer exist, which notice shall be given promptly upon the cessation of such circumstances, the obligations (iif any) any Notice of Borrowing or Notice of Conversion with respect the Lenders to LIBOR fund SOFR Loans shall be automatically withdrawn and suspended, except in the case of SOFR Loans required to fund Exposure Amounts; provided that such Lenders shall be deemed to be a request for a instead fund Base Rate LoanLoans, (ii) each LIBOR Loan will automatically, on the last day of the then current Interest Period relating thereto, become a which Base Rate Loan, and (iii) the obligations of the Banks to make LIBOR Loans shall be suspended until convert to SOFR Loans immediately upon the Agent or the Required Banks determine that the circumstances giving rise to cessation of such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent at the instruction of the Required Banks, shall so notify the Borrower and the Bankscircumstances.

Basis for Determining Interest Rate Inadequate or Unfair. If, on or prior to the first day of any Interest Period for any borrowing of LIBOR Loans, the Agent shall determine or be notified by the Required Banks that: (a) the Administrative Agent reasonably determines (which determination shall be binding and conclusive on the Borrowers) that by reason of circumstances affecting the interbank LIBOR market adequate and reasonable methods means do not exist for ascertaining the interest rate applicable for such Interest Period on the basis provided for LIBOR Rate (whether in the definition of LIBOR Offered Rate, Dollars or Euros); or (b) the Adjusted Required Lenders advise the Administrative Agent that the LIBOR Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of maintaining or funding the Banks of funding their applicable LIBOR Loans for such Interest Period, Period (taking into account any amount to which such Lenders may be entitled under Section 8.1) or that the making or funding of the applicable LIBOR Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of such Lenders materially affects such Loans; then the Administrative Agent shall forthwith give notice of promptly notify the other parties thereof and, so long as such determination (which circumstances shall be conclusive and binding on the Borrower and the Banks) to the Borrower and the Banks. In such event, until the Agent notifies the Borrower and the Banks that the circumstances giving rise to such suspension no longer existcontinue, (i) no Lender shall be under any Notice of Borrowing obligation to make or Notice of Conversion with respect to convert any Base Rate Loans into LIBOR Loans shall be automatically withdrawn and shall be deemed to be a request for a Base Rate Loan, (ii) each LIBOR Loan will automaticallysubject to prior written notice having been provided by the Administrative Agent to the affected Borrower, on the last day of the then current Interest Period relating theretofor each LIBOR Loan (of such earlier date as may be required by applicable law, become regulation or interpretation), such Loan shall, unless then repaid in full, automatically convert to a Base Rate LoanLoan (and if the applicable LIBOR Loan is in Euros, such Base Rate Loan shall be converted (in the Dollar Equivalent thereof) to Dollars and the applicable Borrower shall indemnify (iiiand hold harmless) the obligations applicable Lenders for (and from) any loss as a result of the Banks to make LIBOR Loans shall be suspended until the Agent or the Required Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent at the instruction of the Required Banks, shall so notify the Borrower and the Banksconversion).

Basis for Determining Interest Rate Inadequate or Unfair. If, If on or prior to before the first day of any Interest Period for any borrowing of LIBOR Loans, the Agent shall determine or be notified by the Required Banks thatEuro-Dollar Borrowing: (a) the Administrative Agent reasonably determines (which determination shall be conclusive absent manifest error) that adequate and reasonable methods means do not exist for ascertaining the interest rate applicable Adjusted London Interbank Offered Rate or the London Interbank Offered Rate, as applicable, for such Interest Period on the basis provided for in the definition of LIBOR Offered RatePeriod, or (b) Lenders having at least 50% in aggregate amount of the Adjusted LIBOR Commitments advise the Administrative Agent that the London Interbank Offered Rate for such Interest Period as determined by the Administrative Agent will not adequately and fairly reflect the cost to the Banks such Lenders of funding their LIBOR Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Banks) thereof to the Borrower and the Banks. In such eventLenders, whereupon until the Administrative Agent notifies the Borrower and the Banks Lenders that the circumstances giving rise to such suspension no longer exist, (i) any Notice the obligations of Borrowing the Lenders to make Euro-Dollar Loans, or Notice of Conversion with respect to LIBOR continue or convert outstanding Loans as or into Euro-Dollar Loans, shall be automatically withdrawn suspended and shall be deemed to be a request for a Base Rate Loan, (ii) each LIBOR outstanding Euro-Dollar Loan will automatically, shall be converted into a Base Rate Loan on the last day of the then current Interest Period relating applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any affected Borrowing for which a Notice of Revolving Borrowing has previously been given that it elects not to borrow on such date, become such Borrowing shall instead be made as a Base Rate Loan, and (iii) the obligations of the Banks to make LIBOR Loans shall be suspended until the Agent or the Required Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent at the instruction of the Required Banks, shall so notify the Borrower and the BanksBorrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If, on or prior If with respect to the first day of any Interest Period for any borrowing of LIBOR Loans, the Agent shall determine or be notified by the Required Banks that: Period: (a) the Administrative Agent shall have determined that adequate and reasonable methods means do not exist for ascertaining the interest rate applicable LIBOR Rate for such Interest Period on the basis provided for in the definition of LIBOR Offered Rate, or or (b) the Adjusted Administrative Agent shall have received written notice from the Required Banks of their determination that the LIBOR Offered Rate as determined by pursuant to the Agent definition thereof will not adequately and fairly reflect the cost to the such Banks of maintaining or funding their the LIBOR Loans for such Interest Period, the Administrative Agent will forthwith so notify the Banks and Borrower which notice shall forthwith give notice of set forth in detail the basis for such determination (which shall be conclusive and binding on the Borrower and the Banks) to the Borrower and the Banks. In such eventnotice, whereupon until the Administrative Agent notifies or the Borrower and Required Banks, as the Banks case may be, shall have determined that the circumstances giving rise to such suspension no longer existexist and the Administrative Agent shall have notified Borrower and the Banks (and the Required Banks, if making such determination, shall have so notified the Administrative Agent) (i) the LIBOR Rate shall not be available to Borrower as an interest rate option on any Notice of Borrowing or Notice of Conversion with respect to LIBOR Loans shall be automatically withdrawn and shall be deemed to be a request for a Base Rate LoanLoans, (ii) each all of the then outstanding LIBOR Loan will automatically, Loans shall automatically convert to Base Rate Loans on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, applicable to each such LIBOR Loan and (iii) the obligations any Notice of the Banks Borrowing or Notice of Election given at any time thereafter with respect to make LIBOR Loans shall be suspended until deemed to be a request for Base Rate Loans. Interest accrued on each such LIBOR Loan prior to any such conversion shall be due and payable on the Agent or the Required Banks determine that the circumstances giving rise to date of such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent at the instruction of the Required Banks, shall so notify the Borrower and the Banksconversion.