Common use of Inability to Determine Applicable Interest Rate Clause in Contracts

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”), the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and the Lenders of such determination, whereupon (i) no Loans may be made as LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously given by the Borrower with respect to the Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Period.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties heretohereto absent manifest error), on any Interest Rate Reset Determination Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting (i) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such LIBOR Rate Loans or (ii) adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate (in the case with respect to clause (i) above, the “LIBOR UnavailabilityImpacted Loans”), the Administrative Agent shall on such date give notice (by telefacsimile telecopy or by telephone confirmed in writing) to the Borrower and the Lenders each Lender of such determination, whereupon (i) no Loans may be made as as, or converted to, LIBOR Rate Loans (to the extent of the affected LIBOR Rate Loans or Interest Periods), until such time time, as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by giving notice (by telefacsimile or by telephone confirmed in writing) to Borrower. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) (i) of such rescission on the date on which this section, the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this section (which it shall use commercially reasonable efforts to do promptly upon cessation of the circumstances described therein), (2) the Administrative Agent or the affected Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any period Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of LIBOR Unavailability interest or to determine or charge interest rates based upon such rate or any Governmental Authority has ended, imposed material restrictions on the first day authority of such Lender to do any of the Interest Period next following such determination, all Base Rate Loans carried by foregoing and provides the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on Administrative Agent and the first day of such Interest PeriodBorrower written notice thereof.

Inability to Determine Applicable Interest Rate. (i) In the event that the on any Interest Rate Determination Date for any Interest Period with respect to any Eurodollar Rate Loans, (A) Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair reasonable means do not exist for ascertaining the interest rate Adjusted Eurodollar Rate or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period; or (B) the Administrative Agent is advised by the Requisite Lenders that the Adjusted Eurodollar Rate or the Eurodollar Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such LIBOR Rate Lenders (or Lender) of making or maintaining their Loans on the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”), the such Interest Period; then Administrative Agent shall on such date give notice (by telefacsimile facsimile or by telephone confirmed in writingemail) to the each Borrower and the Lenders each Lender of such determination, whereupon (ix) no Loans may be made as LIBOR or converted to Eurodollar Rate Loans, and the Loans shall be made as or converted to Base Rate Loans on the first day of the Interest Period immediately following such Interest Rate Determination Date, in each case until such time as the Administrative Agent notifies the each Borrower and the Lenders each Lender that the circumstances giving rise to such notice no longer exist, and (iiy) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable any Initial Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously or Conversion/Continuation Notice given by the any Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by giving notice such Borrower. (by telefacsimile ii) If at any time the Administrative Agent determines (which determination shall be final and conclusive and binding upon all parties hereto) that (A) the circumstances set forth in clause (a)(i)(A) have arisen and such circumstances are unlikely to be temporary or by telephone confirmed (B) the circumstances set forth in writingclause (a)(i)(A) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then (x) if the Senior Secured Credit Agreement is outstanding at such time, the alternate rate of interest to the Eurodollar Rate established pursuant to the terms of the Senior Secured Credit Agreement or (y) if the Senior Secured Credit Agreement is not outstanding at such time, the Administrative Agent and the Borrowers shall endeavor to establish an alternate rate of interest to the Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time (in the case of clauses (x) and (y), to the extent such alternative rate is a rate for which the Administrative Agent has indicated in writing to the Lenders (which includes email) that it is able to calculate and administer), and (with the consent of the Requisite Lenders) shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (provided such other changes shall not include any amendment to the definition of “Applicable Margin”) (and the Lenders hereby (A) authorize and direct the Administrative Agent to execute and deliver any such amendment in respect of which the Requisite Lenders have indicated in writing to the Administrative Agent of (which may be via email) that such rescission on amendment (and the date on which alternate interest rate specified therein) is satisfactory to the Requisite Lenders and (B) acknowledge and agree that the Administrative Agent gives notice shall be entitled to all of its determination the exculpations and indemnifications provided for in this Agreement in favor of the Administrative Agent in executing and delivering any such amendment); provided that, if such alternate rate of interest shall be less than 0.00%, such rate shall be deemed to be 0.00% for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 10.05, such amendment shall become effective without any further action or consent of any other party to this Agreement. Until an alternate rate of interest shall be determined in accordance with this clause (a)(ii) (but, in the case of the circumstances described in clause (B) of the first sentence of this Section 2.14(a)(ii), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) no Loans may be made as described above or converted to Eurodollar Rate Loans, and (iv) any the Loans made during such period shall be made as or converted to Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, Loans on the first day of the Interest Period next immediately following an Interest Rate Determination Date, and (y) any Initial Interest Notice or Conversion/Continuation Notice given by any Borrower with respect to the Loans in respect of which such determination, all Base Rate Loans carried determination was made shall be deemed to be rescinded by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest PeriodBorrower.

Inability to Determine Applicable Interest Rate. In the event that If with respect to any Interest Period: (i) the Administrative Agent shall have reasonably determined determines that, or the Requisite Lenders determine and advise the Administrative Agent that, deposits in good faith Dollars (in the applicable amounts) are not being offered in the London interbank eurodollar market for such Interest Period; or (ii) the Administrative Agent otherwise determines, or the Requisite Lenders determine and advise the Administrative Agent (which determination shall be final binding and conclusive and binding upon on all parties heretoparties), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank eurodollar market adequate and fair reasonable means do not exist for ascertaining the applicable Eurodollar Rate; or (iii) the Administrative Agent determines, or the Requisite Lenders determine and advise the Administrative Agent, that the Eurodollar Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to the Lenders of maintaining or funding a Eurodollar Rate Loan or a Base Rate Loan as to which the interest rate applicable is determined by reference to the Eurodollar Rate for such LIBOR Interest Period, or that the making or funding of Eurodollar Rate Loans on Loan or a Base Rate Loan as to which the basis provided for interest rate is determined by reference to the Eurodollar Rate has become impracticable as a result of an event occurring after the date of this Agreement which in the definition opinion of Adjusted LIBOR Rate (“LIBOR Unavailability”), such Lenders materially affects such Loans; then the Administrative Agent shall on such date give notice promptly notify the affected parties and (by telefacsimile or by telephone confirmed A) in writing) to the Borrower and event of any occurrence described in the Lenders of such determination, whereupon foregoing clause (i) no Loans may be made as LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have enter into good faith negotiations with each affected Lender in order to determine an alternate method to determine the right Eurodollar Rate for such Lender, and during the pendency of such negotiations with any Lender, such Lender shall be under no obligation to rescind make any Funding Notice previously given new Eurodollar Rate Loan or a Base Rate Loan as to which the interest rate is determined by the Borrower with respect reference to the Loans Eurodollar Rate, and (B) in respect the event of any occurrence described in the foregoing clauses (ii) or (iii), for so long as such circumstances shall continue, no Lender shall be under any obligation to make any new Eurodollar Rate Loan or a Base Rate Loan as to which such determination was made the interest rate is determined by giving notice (by telefacsimile or by telephone confirmed in writing) reference to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest PeriodEurodollar Rate.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate (“"LIBOR Unavailability”"), the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and the Lenders Lender of such determination, whereupon (i) no Revolving Loans may be made as LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders Lender that the circumstances giving rise to such notice no longer exist, (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously given by the Borrower with respect to the Revolving Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to the Lender), (iii) all then-existing Revolving Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time and (iv) any Loans made during such period subsequent borrowings shall be made as Base Rate LoansLoans until such circumstances no longer exist. At such time as the Administrative Agent shall notify the Borrower and the Lenders Lender that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders Lender as a consequence of this Section 2.12(a2.14(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Period.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”), the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and the Lenders each Lender of such determination, whereupon (i) no Loans may be made as LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice or Interest Rate Election previously given by the Borrower with respect to the Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to the Lenders), (iii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time and (iv) any Loans made during such period subsequent borrowings shall be made as Base Rate LoansLoans until such circumstances no longer exist. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a2.16(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Period.

Inability to Determine Applicable Interest Rate. In the event that the applicable Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Determination Date with respect to any LIBOR Eurodollar Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of “Adjusted LIBOR Rate Eurodollar Rate”, or, in the case of Eurodollar Loans that are Revolving Loans, only one Reference Bank supplies a rate to Revolving Facility Administrative Agent to determine such rate for the applicable Interest Period (“LIBOR Unavailability”)i) in the case of Term Loans, the Term Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and the Lenders each Term Loan Lender of such determination, whereupon (iA) no Term Loans may be made as LIBOR as, or converted to, Eurodollar Rate Loans until such time as the Term Administrative Agent notifies the Borrower and the Term Loan Lenders that the circumstances giving rise to such notice no longer exist, and (iiB) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously or Conversion/Continuation Notice given by the Borrower with respect to the Term Loans in respect of which such determination was made shall be deemed to be rescinded by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above Borrower and (ivii) any Loans made during such period shall be made as Base Rate in the case of Revolving Loans. At such time as the , Revolving Facility Administrative Agent shall promptly notify the Revolving Lenders and Borrower thereof and the Lenders that interest rate applicable to any period such Revolving Lender’s Pro Rata Share of LIBOR Unavailability has ended, on such affected Revolving Loans shall be equal to the first day sum of the Interest Period next following Applicable Margin and the percentage rate per annum notified to Revolving Facility Administrative Agent by such determinationRevolving Lender, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert soon as practicable and in any event not later than five Business Days before interest is due to LIBOR Rate Loans having an initial Interest Period commencing on the first day be paid in respect of such Interest PeriodPeriod (or such later date as may be acceptable to Revolving Facility Administrative Agent), as the cost to such Revolving Lender of funding its participation in such Revolving Loan from whatever source(s) it may reasonably select.

Inability to Determine Applicable Interest Rate. In If prior to the event that commencement of any Interest Period for a Eurocurrency Rate Loan: (i) the Administrative Agent shall have reasonably determined in good faith determines (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, absent manifest error) that by reason of circumstances affecting the London interbank market adequate and fair reasonable means do not exist for ascertaining the interest rate applicable Adjusted LIBOR for such Interest Period; or (ii) the Administrative Agent is advised by the Requisite Lenders that the Adjusted LIBOR for such Interest Period will not adequately and fairly reflect the cost to such LIBOR Rate Lenders of making or maintaining such Loans on the basis provided included for in the definition such Interest Period (each of Adjusted LIBOR Rate clause (i) and (ii), a “LIBOR UnavailabilityMarket Disruption Event”), ; then the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) thereof to the Borrower and the applicable Lenders of such determinationby telephone, whereupon (i) no Loans may be made facsimile transmission or PDF attachment to an e-mail as LIBOR Rate Loans promptly as practicable thereafter and, until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (iii) all then-existing Loans any Funding Notice that requests the conversion of any applicable Loan to, or continuation of any such Loan as, a Eurocurrency Rate Loan may be revoked by the Borrower or, failing revocation, shall convert automatically be ineffective and such Eurocurrency Rate Loan shall be converted to a Base Rate Loans at Borrowing. During any period in which a Market Disruption Event is in effect, the end of Borrower may request that the then-applicable Interest Period if such Administrative Agent or the Requisite Lenders, as applicable, confirm that the circumstances still exist at such time, giving rise to the Market Disruption Event continue to be in effect; provided that (iiiA) the Borrower shall have not be permitted to submit any such request more than once in any 30-day period and (B) nothing contained in this Section 2.15 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Requisite Lenders’ right to rescind provide any Funding Notice previously given by the Borrower with respect to the Loans additional notices of a Market Disruption Event as provided in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to this Section 2.15. If the Administrative Agent or Requisite Lenders, as applicable, have not confirmed within 10 Business Days after request of such rescission on report from the date on which the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during Borrower that a Market Disruption Event has occurred, then such period Market Disruption Event shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert deemed to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Periodbe no longer existing.

Inability to Determine Applicable Interest Rate. In the event that the If with respect to any Interest Period: (i) Administrative Agent shall have reasonably determined determines that, or the Requisite Lenders determine and advise Administrative Agent that, deposits in good faith Dollars (in the applicable amounts) are not being offered in the London interbank eurodollar market for such Interest Period; or (ii) Administrative Agent otherwise determines, or the Requisite Lenders determine and advise Administrative Agent (which determination shall be final binding and conclusive and binding upon on all parties heretoparties), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank eurodollar market adequate and fair reasonable means do not exist for ascertaining the applicable Eurodollar Rate; or (iii) Administrative Agent determines, or the Requisite Lenders determine and advise Administrative Agent, that the Eurodollar Rate as determined by Administrative Agent will not adequately and fairly reflect the cost to the Lenders of maintaining or funding a Eurodollar Rate Loan or a Base Rate Loan as to which the interest rate is determined by reference to the Eurodollar Rate for such Interest Period, or that the making or funding of Eurodollar Rate Loan or a Base Rate Loan as to which the interest rate is determined by reference to the Eurodollar Rate 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 promptly notify the affected parties and (A) in the event of any occurrence described in the foregoing clause (i) Company shall enter into good faith negotiations with each affected Lender in order to determine an alternate method to determine the Eurodollar Rate for such Lender, and during the pendency of such negotiations with any Lender, such Lender shall be under no obligation to make any new Eurodollar Rate Loan and the interest rate applicable to such LIBOR each Base Rate Loans on Loan shall be determined without reference to the basis provided for Eurodollar Rate, and (B) in the definition event of Adjusted LIBOR Rate (“LIBOR Unavailability”), any occurrence described in the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and the Lenders of such determination, whereupon (i) no Loans may be made as LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, foregoing clauses (ii) all then-existing Loans or (iii), for so long as such circumstances shall convert automatically continue, no Lender shall be under any obligation to make any new Eurodollar Rate Loan and the interest rate applicable to each Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower Loan shall have the right to rescind any Funding Notice previously given by the Borrower with respect be determined without reference to the Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest PeriodEurodollar Rate.

Inability to Determine Applicable Interest Rate. In the event that the the(a) Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Determination Date with respect to any LIBOR Rate LoansRateSOFR Loans that, that by reason of circumstances affecting the London interbank market market, adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate RateSOFR Loans on the basis provided for in the definition of Adjusted LIBOR Rate Rate, as applicable, (in each case, with respect this clause (a), “LIBOR UnavailabilityImpacted Loans”), the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and the Lenders each Lender of such determination, whereupon (i1) no Loans may be made as as, or converted to, LIBOR Rate RateSOFR Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii2) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by giving notice (by telefacsimile the Borrower and such Loans shall be automatically made or by telephone confirmed in writing) continued as, or converted to, as applicable, Base Rate Loans without reference to the Administrative Agent LIBOR RateAdjusted Term SOFR component of the Base Rate. Upon any such rescission conversion, the Borrower shall also pay accrued interest on the date on which amount so converted, together with any additional amounts required pursuant to Section 3.1(c). Illegality or Impracticability of LIBOR RateSOFR Loans. In the Administrative Agent gives notice of its determination as described above and (ivevent that on(b) any Loans made during such period date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify only after consultation with the Borrower and the Lenders Administrative Agent) that any period the making, maintaining or continuation of its LIBOR Unavailability RateSOFR Loans (i) has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders become unlawful as a consequence result of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of compliance by such Interest Period.Lender in good faith 72

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have reasonably determined acting in good faith shall have determined (which determination shall be final and conclusive and binding upon all parties heretohereto absent manifest error), on any Interest Rate Reset Determination Date with respect to any LIBOR Eurodollar Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of “Adjusted LIBOR Rate Eurodollar Rate” (each, a “LIBOR UnavailabilityMarket Disruption Event”), the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and the Lenders each Lender of such determination, whereupon (i) no Loans may be made as LIBOR as, or converted to, Eurodollar Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer existexist (and Administrative Agent will promptly give Borrower such notice), and (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by Borrower. During any period in which a Market Disruption Event is in effect, Borrower may request that Administrative Agent confirm that the circumstances giving notice (by telefacsimile or by telephone confirmed in writing) rise to the Market Disruption Event continue to be in effect. If, within fifteen (15) Business Days following such confirmation request, Administrative Agent has not confirmed the continued effectiveness of such rescission on the date on which the Administrative Agent gives notice of its determination as described above Market Disruption Event, then such Market Disruption Event shall no longer be deemed to be in effect; provided, that (A) Borrower shall not be permitted to submit any such request more than once in any Fiscal Quarter and (ivB) any Loans made during such period shall be made as Base Rate Loans. At such time as nothing contained in this Section 2.18(a) or the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day failure to provide confirmation of the Interest Period next following continued effectiveness of such determination, all Base Rate Loans carried by the Lenders Market Disruption Event shall in any way affect Administrative Agent’s or Requisite Lenders’ right to provide any additional notices of a Market Disruption Event as a consequence of provided in this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Period2.18(a).

Inability to Determine Applicable Interest Rate. In Notwithstanding anything to the contrary in this Agreement or any Credit Document, in the event that the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Determination Date with respect to any LIBOR Term SOFR Rate Loans, that by reason of circumstances affecting the London interbank market reasonable and adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Term SOFR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”)SOFR or Term SOFR, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower Borrowers and the Lenders each Lender of such determination, whereupon (ia) no Loans may be made as LIBOR as, or converted to, Term SOFR Rate Loans until such time as the Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (iib) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously or Conversion/Continuation Notice given by the Borrower Borrowers with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by giving notice the Borrowers and (by telefacsimile c) all such Loans described in clause (b) hereof shall be automatically made or by telephone confirmed continued as, or converted to, as applicable, Base Rate Loans on the last day of the then current Interest Period applicable thereto without reference to the Adjusted Term SOFR Rate component of the Base Rate, unless the Borrowers prepay such Loans in writingaccordance with this Agreement. If the circumstances described in this Section 2.17.1 occur but only with respect to limited, but not all, tenors of the then applicable term rate Benchmark (including Term SOFR), then (x) to the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such rescission time to remove such illegal or impracticable tenor and (y) if a tenor that was removed pursuant to clause (x) of this sentence is subsequently displayed on the date on which a screen or information service for a Benchmark, then the Administrative Agent gives notice may modify the definition of its determination as described above and “Interest Period” (ivor any similar or analogous definition) any Loans made during such period shall be made as Base Rate Loans. At for all Benchmark settings at or after such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following to reinstate such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Periodpreviously removed tenor.

Inability to Determine Applicable Interest Rate. In the event If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that the Administrative (a) Agent shall have reasonably determined in good faith (which determination shall be final and final, conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect ) or have received a notice or notices from Required Lenders that Dollar deposits are not being offered to any LIBOR Rate Loans, that by reason of circumstances affecting banks in the London interbank market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) Agent shall have determined in good faith (which determination shall be final, conclusive and binding upon all parties hereto) that adequate and fair reasonable means do not exist for ascertaining determining the interest rate Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan, (c) the applicable to such LIBOR Reuters Screen Page is not available for the timely determination of the Eurodollar Rate, and the Eurodollar Rate Loans on the basis provided for cannot otherwise be determined in a timely manner in accordance with the definition of “Adjusted LIBOR Rate Eurodollar Rate”, or (“LIBOR Unavailability”), the Administrative d) Agent shall on such date give has received notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and the Lenders of such determination, whereupon (i) no Loans may be made as LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower and the from Required Lenders that the circumstances giving rise to such notice no longer exist, (ii) all then-existing Loans shall convert automatically to Base Eurodollar Rate Loans at the end of the then-applicable for any requested Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously given by the Borrower with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the Loans in respect cost to such Lenders of which funding such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to Loan, Agent will promptly so notify the Administrative Borrower. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such rescission on the date on which the Administrative Agent gives notice notice, Borrowers may revoke any pending request for a Eurodollar Rate Loan or conversion to or continuation of its determination as described above and (iv) any Eurodollar Rate Loans made during or, failing that, will be deemed to have converted such period shall be made as request into a request for a Base Rate Loans. At such time as Loan in the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Periodamount specified therein.

Inability to Determine Applicable Interest Rate. In Notwithstanding anything to the contrary in this Agreement or any Credit Document (and any Swap Agreement shall be deemed not to be a “Credit Document” for purposes of this Section 3.1), but subject to clause (c) below, in the event that (i) the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Determination Date with respect to any LIBOR Rate SOFR Loans, that by reason of circumstances affecting the London interbank market reasonable and adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate SOFR Loans on the basis provided for in the definition of Adjusted LIBOR Rate SOFR or Term or (“LIBOR Unavailability”)ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Term SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such SOFR Loans during such Interest Period, then, in each case, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and the Lenders each Lender of such determination, whereupon (i) no Loans may be made as LIBOR Rate as, or converted to, SOFR Loans until such time as the Administrative Agent (with respect to the foregoing clause (ii), at the instruction of the Required Lenders) notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist. Upon receipt of such notice, (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iiiA) the Borrower shall have the right to rescind may revoke any Funding Notice previously or Conversion/Continuation Notice given by the Borrower with respect to for the proposed Loans in respect of which such determination was made by giving notice made, or, failing that, such proposed Loans shall be automatically made, continued as, or converted to, as applicable, Base Rate Loans (by telefacsimile or by telephone confirmed without reference to the Term SOFR component of the Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans (without reference to the Term SOFR component of the Base Rate) at the end of the applicable Interest Period, unless the Borrower prepays such Loans in writingaccordance with this Agreement. If the circumstances described in this Section 3.1(a) occur but only with respect to limited, but not all, tenors of the then applicable term rate Benchmark (including Term SOFR), then (x) the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such rescission time to remove such illegal or impracticable tenor and (y) if a tenor that was removed pursuant to clause (x) of this sentence is subsequently displayed on the date on which a screen or information service for a Benchmark, then the Administrative Agent gives notice may modify the definition of its determination as described above and “Interest Period” (ivor any similar or analogous definition) any Loans made during such period shall be made as Base Rate Loans. At for all Benchmark settings at or after such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following to reinstate such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Periodpreviously removed tenor.

Inability to Determine Applicable Interest Rate. (i) In the event that the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Determination Date or any Index Rate Determination Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank market (A) adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, or (“B) the Administrative Agent shall have received notice from the Required Lenders that the Adjusted LIBOR Unavailability”)Rate or LIBOR Index Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their LIBOR Loans for such Interest Period and such circumstances also affect such Lenders with respect to similarly situated borrowers in other secured loan transactions, the Administrative Agent shall on such date give notice (by telefacsimile telefacsimile, other electronic means or by telephone confirmed in writing) to the Borrower and the Lenders each Lender of such determination, whereupon (i1) no Loans may be made as as, or converted to, LIBOR Rate Loans until such time as the Administrative Agent notifies (upon the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end instruction of the then-applicable Interest Period if Required Lenders) revokes such circumstances still exist at such timenotice, and (iii2) the Borrower shall have the right to rescind any Funding Notice previously or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by giving notice the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base Rate. (by telefacsimile or by telephone confirmed in writingii) to If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (A) the circumstances set forth in clause (a)(i)(A) above have arisen and such circumstances are unlikely to be temporary, (B) the circumstances set forth in clause (a)(i)(A) above have not arisen but the supervisor for the administrator of such rescission on the date on which Adjusted LIBOR Rate or LIBOR Index Rate, as applicable or a Governmental Authority having jurisdiction over the Administrative Agent gives notice has made a public statement identifying a specific date after which the Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, shall no longer be used for determining interest rates for loans or (C) a rate other than the LIBOR Rate has become a widely recognized benchmark interest rate for newly originated loans of its determination this type made in Dollars to borrowers domiciled in the United States, then the Administrative Agent may, in consultation with the Borrower, select an alternate benchmark interest rate (including any credit spread or other adjustments to such alternate benchmark (if any) incorporated therein) to replace the Adjusted LIBOR Rate or LIBOR Index Rate, as described above applicable, for purposes of this Agreement (such rate, the “LIBOR Successor Rate”), then the Administrative Agent and the Borrower shall endeavor to replace the Adjusted LIBOR Rate or LIBOR Index Rate, as applicable with the LIBOR Successor Rate and incorporate any LIBOR Successor Rate Conforming Changes related thereto (ivbut for the avoidance of doubt, such changes shall not include a reduction in the Applicable Margin). Notwithstanding anything to the contrary in Section 11.4, such amendment shall become effective without any further action or consent of any party to this Agreement (other than the Borrower and the Administrative Agent) any Loans made during such period shall be made as Base Rate Loans. At such time so long as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has endednot have received, on the first day within five (5) Business Days of the Interest Period next following date notice of such determinationalternate rate of interest is provided to the Lenders, all a written notice from the Required Lenders stating that such Required Lenders object to such amendment (which objections shall be specifically identified in such writing). Until such time as a LIBOR Successor Rate has been selected and this Agreement has been amended to implement such LIBOR Successor Rate and any LIBOR Successor Rate Conforming Changes, (x) any Conversion/Continuation Notice that requests the conversion of any Loan to, or continuation of any Loan as, a LIBOR Loan shall be ineffective, and (y) if any Funding Notice requests a LIBOR Loan, such Loan shall be made as a Base Rate Loans carried by Loan. The LIBOR Successor Rate and any LIBOR Successor Rate Conforming Changes shall be determined, applied and implemented in a manner that gives due consideration to the Lenders as a consequence then-prevailing market practice in the United States for determining, applying and implementing benchmark interest rates for newly originated loans of this Section 2.12(a) type made in Dollars to borrowers domiciled in the United States. Notwithstanding anything contained herein to the contrary, for purposes of this Agreement, no LIBOR Successor Rate selected in accordance with the foregoing shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Periodat any time be less than 0.00% per annum.

Inability to Determine Applicable Interest Rate. (i) In the event that the on any Interest Rate Determination Date for any Interest Period with respect to any Eurodollar Rate Loans, (A) Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair reasonable means do not exist for ascertaining the interest rate Adjusted Eurodollar Rate or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period; or (B) the Administrative Agent is advised by the Requisite Lenders that the Adjusted Eurodollar Rate or the Eurodollar Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such LIBOR Rate Lenders (or Lender) of making or maintaining their Loans on the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”), the such Interest Period; then Administrative Agent shall on such date give notice (by telefacsimile facsimile or by telephone confirmed in writing) to the Borrower and the Lenders each Lender of such determination, whereupon (ix) no Loans may be made as LIBOR or converted to Eurodollar Rate Loans, and the Loans shall be made as or converted to Base Rate Loans on the first day of the Interest Period immediately following such Interest Rate Determination Date, in each case until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (iiy) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by giving notice Borrower. (by telefacsimile or by telephone confirmed in writingii) to If at any time the Administrative Agent determines (which determination shall be final and conclusive and binding upon all parties hereto) that (A) the circumstances set forth in clause (a)(i)(A) have arisen and such circumstances are unlikely to be temporary or (B) the circumstances set forth in clause (a)(i)(A) have not arisen but the supervisor for the administrator of such rescission on the date on which Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar Rate that gives notice due consideration to the then prevailing market convention for determining a rate of its determination interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as described above and may be applicable (iv) provided such other changes shall not include any Loans made during amendment to the definition of “Applicable Margin”); provided that, if such period alternate rate of interest shall be made as Base Rate Loansless than 0.00%, such rate shall be deemed to be 0.00% for the purposes of this Agreement. At Notwithstanding anything to the contrary in Section 10.05, such time amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall notify not have received, within five Business Days of the Borrower date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Requisite Class Lenders of each Class stating that such Requisite Class Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (a)(ii) (but, in the case of the circumstances described in clause (B) of the first sentence of this Section 2.14(a)(ii), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) no Loans may be made as or converted to Eurodollar Rate Loans, and the Lenders that any period of LIBOR Unavailability has ended, Loans shall be made as or converted to Base Rate Loans on the first day of the Interest Period next immediately following an Interest Rate Determination Date, and (y) any Funding Notice or Conversion/Continuation Notice given by Borrower with respect to the Loans in respect of which such determination, all Base Rate Loans carried determination was made shall be deemed to be rescinded by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest PeriodBorrower.

Inability to Determine Applicable Interest Rate. In If prior to the event that commencement of any Interest Period or BA Equivalent Interest Period for a LIBOR Loan or, BA Equivalent Loan or Bank Bxxx Rate Loan (or, in the Administrative case of any Base Rate Loan bearing interest based on the Foreign Base Rate, prior to the commencement of any calendar month): (a) the Agent shall have reasonably determined in good faith determines (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, absent manifest error) that by reason of circumstances affecting the London interbank market adequate and fair reasonable means do not exist for ascertaining the LIBOR Rate, BA Rate or BAthe Bank Bxxx Rate for such Interest Period or BA Equivalent Interest Period (or, in the case of any Base Rate Loan bearing interest rate applicable based on the Foreign Base Rate, the LIBOR Rate for such calendar month); or (b) the Agent is advised by Lenders whose Pro Rata Shares aggregate more than 50% that the LIBOR Rate, BA Rate or BABank Bxxx Rate for such Interest Period or BA Equivalent Interest Period (or, in the case of any Base Rate Loan bearing interest based on the Foreign Base Rate, the LIBOR Rate for such calendar month), as applicable, will not adequately and fairly reflect the cost to such LIBOR Lenders of making or maintaining such Loans included for such Interest Period or BA Equivalent Interest Period (or of making or maintaining such Base Rate Loans on the basis provided for in the definition Loans) (each of Adjusted LIBOR Rate clauses (a) and (b), a “LIBOR UnavailabilityMarket Disruption Event”), then the Administrative Agent shall on such date promptly give notice (by telefacsimile or by telephone confirmed in writing) thereof to the Borrower Borrowers’ Agent and the applicable Lenders of such determinationby telephone, whereupon (i) no Loans may be made facsimile transmission or PDF attachment to an e-mail or other electronic communication as LIBOR Rate Loans promptly as practicable thereafter and, until such time as the Administrative Agent notifies the Borrower Borrowers’ Agent and the Lenders that the circumstances giving rise to such notice no longer exist, (iii) all then-existing Loans shall convert automatically to any Notice of Continuation/Conversion that requests the conversion of any applicable Loan to, or continuation of any such Loan as, a LIBOR Loan, a BA Equivalent Loan, a Bank Bxxx Rate Loan or a Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously given by the Borrower with respect to the Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission Loan bearing interest based on the date on which the Administrative Agent gives notice of its determination Foreign Base Rate, as described above applicable, shall be ineffective and (ivA) such Loan (other than any Loans made during such period Loan denominated in an Alternative Currency or any such ROW Swingline Loan or French Swingline Loan, as applicable) shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has endedconverted to or continued as, on the first last day of the Interest Period next following such determinationor BA Equivalent Interest Period applicable thereto, all a Base Rate Loans carried Loan bearing interest based on the Base Rate or a Canadian Prime Rate Loan, as applicable, and (B) any such Loan denominated in an Alternative Currency or any such ROW Swingline Loan or French Swingline Loan, as applicable, shall be prepaid in full, together with interest accrued thereon, either on the last day of the Interest Period thereof, in the case of a LIBOR Loan, or immediately, in the case of a Base Rate Loan, and (ii) if any Notice of Borrowing requests a LIBOR Loan, a BA Equivalent Loan, a Bank Bxxx Rate Loan or a Base Rate Loan bearing interest based on the Foreign Base Rate, (A) such Loan (other than any such Loan denominated in an Alternative Currency or any such ROW Swingline Loan or French Swingline Loan, as applicable) shall be made as a Base Rate Loan denominated in Dollars bearing interest based on the Base Rate or a Canadian Prime Rate Loan, as applicable, and (B) any such Loan denominated in an Alternative Currency or any such ROW Swingline Loan or French Swingline Loan, as applicable, shall not be made; provided that with respect to clause (i)(B) above, if the Borrowers are required to so prepay any such Loans, then concurrently with such prepayment, the Borrowers shall borrow from the applicable Lenders (other than any ROW Swingline Lender or French Swingline Lender, as applicable), in the Equivalent Amount in Dollars of such repayment, a Base Rate Loan denominated in Dollars bearing interest based on the Base Rate. Upon receipt of such notice, the Borrowers may revoke any Notice of Borrowing or Notice of Continuation/Conversion then submitted by them. During any period in which a Market Disruption Event is in effect, the Borrowers’ Agent may request that the Agent or the Lenders whose Pro Rata Shares aggregate more than 50%, as a consequence of applicable, confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (x) the Borrowers’ Agent shall not be permitted to submit any such request more than once in any 30-day period and (y) nothing contained in this Section 2.12(a) shall automatically convert 5.5 or the failure to LIBOR Rate Loans having an initial Interest Period commencing on provide confirmation of the first day continued effectiveness of such Interest PeriodMarket Disruption Event shall in any way affect the Agent’s right or the right of the applicable Lenders to provide any additional notices of a Market Disruption Event as provided in this Section 5.5. If the Agent or such Lenders, as applicable, have not confirmed within 10 Business Days after request of such confirmation from the Borrowers’ Agent that a Market Disruption Event has occurred, then such Market Disruption Event shall be deemed to be no longer existing.

Inability to Determine Applicable Interest Rate. (i) In the event that the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Determination Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”)Rate, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and the Lenders each Lender of such determination, whereupon (i) no Loans may be made as as, or converted to, LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, exist and (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end any Notice of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Borrowing or Notice previously of Conversion/Continuation given by the Borrower with respect to the Loans in respect of which such determination was made by giving shall be deemed to be for a Base Rate Loan. (ii) In the event that Administrative Agent (in consultation with its Toronto branch) shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such event, Administrative Agent shall within a reasonable time thereafter give notice (by telefacsimile or if by telephone confirmed in writing) to Borrower and each of the Administrative Agent Supplemental Canadian Dollar Term B Lenders of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (iv) any determination. Thereafter, BA Loans made during such period shall no longer be made as Base Rate Loans. At available until such time as the Administrative Agent shall notify the notifies Borrower and the Supplemental Canadian Dollar Term B Lenders that the circumstances giving rise to such notice by Administrative Agent no longer exist (which notice Administrative Agent agrees to give at such time when such circumstances no longer exist), and any period Notice of LIBOR Unavailability has endedBorrowing or Notice of Conversion/Continuation given by Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by Borrower. Any maturing BA Loans shall thereafter, on the first day of the Interest Period next following such determinationand until contrary notice is provided by Administrative Agent, all Base Rate Loans carried by the Lenders be continued as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Canadian Prime Rate Loans having an initial Interest Period commencing on the first day of such Interest PeriodLoan.

Inability to Determine Applicable Interest Rate. In Notwithstanding anything to the contrary in this Agreement or any Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 3.1), in the event that the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Determination Date with respect to any LIBOR Rate SOFR Loans, that by reason of circumstances affecting the London interbank market reasonable and adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate SOFR Loans on the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”)SOFR or Term SOFR, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and the Lenders each Lender of such determination, whereupon (i) no Loans may be made as LIBOR Rate as, or converted to, SOFR Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by giving notice the Borrower and (by telefacsimile iii) all such Loans described in clause (ii) hereof shall be automatically made or by telephone confirmed continued as, or converted to, as applicable, Base Rate Loans on the last day of the then current Interest Period applicable thereto without reference to the Term SOFR component of the Base Rate, unless the Borrower prepays such Loans in writingaccordance with this Agreement. If the circumstances described in this Section 3.1(a) occur but only with respect to limited, but not all, tenors of the then applicable term rate Benchmark (including Term SOFR), then (x) the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such rescission time to remove such illegal or impracticable tenor and (y) if a tenor that was removed pursuant to clause (x) of this sentence is subsequently displayed on the date on which a screen or information service for a Benchmark, then the Administrative Agent gives notice may modify the definition of its determination as described above and “Interest Period” (ivor any similar or analogous definition) any Loans made during such period shall be made as Base Rate Loans. At for all Benchmark settings at or after such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following to reinstate such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Periodpreviously removed tenor.

Inability to Determine Applicable Interest Rate. (i) In the event that the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Determination Date with respect to any LIBOR Eurodollar Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”)Eurodollar Rate, the Administrative Agent shall on such date give notice (by telefacsimile electronic transmission or by telephone confirmed in writing) to the Borrower and the Lenders each Lender of such determination, whereupon (iA) no Loans may be made as LIBOR as, or converted to, Eurodollar Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, exist and (iiB) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Borrowing Notice previously or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by giving notice the Borrower. (by telefacsimile or by telephone confirmed in writingii) to If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (A) the circumstances set forth in Section 2.18(a)(i) have arisen and such circumstances are unlikely to be temporary or (B) the circumstances set forth in Section 2.18(a)(i) have not arisen but the supervisor for the administrator of such rescission on the date on which LIBO Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives notice due consideration to the then prevailing market convention for determining a rate of its determination interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as described above and (iv) may be applicable. Notwithstanding anything to the contrary in Section 10.05, such amendment shall become effective without any Loans made during such period shall be made as Base Rate Loans. At such time further action or consent of any other party to this Agreement so long as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has endednot have received, on the first day within five (5) Business Days of the Interest Period next following date notice of such determinationalternate rate of interest is provided to the Lenders, all Base Rate Loans carried by a written notice from the Required Lenders as a consequence stating that such Required Lenders object to such amendment. Provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest PeriodAgreement.

Inability to Determine Applicable Interest Rate. In the event that If with respect to any Interest Period: Table of Contents (i) the Administrative Agent shall have reasonably determined determines that, or the Requisite Lenders determine and advise the Administrative Agent that, deposits in good faith Dollars (in the applicable amounts) are not being offered in the London interbank eurodollar market for such Interest Period; or (ii) the Administrative Agent otherwise determines, or the Requisite Lenders determine and advise the Administrative Agent (which determination shall be final binding and conclusive and binding upon on all parties heretoparties), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank eurodollar market adequate and fair reasonable means do not exist for ascertaining the applicable Eurodollar Rate; or (iii) the Administrative Agent determines, or the Requisite Lenders determine and advise the Administrative Agent, that the Eurodollar Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to the Lenders of maintaining or funding a Eurodollar Rate Loan or a Base Rate Loan as to which the interest rate applicable is determined by reference to the Eurodollar Rate for such LIBOR Interest Period, or that the making or funding of Eurodollar Rate Loans on Loan or a Base Rate Loan as to which the basis provided for interest rate is determined by reference to the Eurodollar Rate has become impracticable as a result of an event occurring after the date of this Agreement which in the definition opinion of Adjusted LIBOR Rate (“LIBOR Unavailability”), such Lenders materially affects such Loans; then the Administrative Agent shall on such date give notice promptly notify the affected parties and (by telefacsimile or by telephone confirmed A) in writing) to the Borrower and event of any occurrence described in the Lenders of such determination, whereupon foregoing clause (i) no Loans may be made as LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have enter into good faith negotiations with each affected Lender in order to determine an alternate method to determine the right Eurodollar Rate for such Lender, and during the pendency of such negotiations with any Lender, such Lender shall be under no obligation to rescind make any Funding Notice previously given new Eurodollar Rate Loan or a Base Rate Loan as to which the interest rate is determined by the Borrower with respect reference to the Loans Eurodollar Rate, and (B) in respect the event of any occurrence described in the foregoing clauses (ii) or (iii), for so long as such circumstances shall continue, no Lender shall be under any obligation to make any new Eurodollar Rate Loan or a Base Rate Loan as to which such determination was made the interest rate is determined by giving notice (by telefacsimile or by telephone confirmed in writing) reference to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest PeriodEurodollar Rate.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”), the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and the Lenders each Lender of such determination, whereupon (i) no Term Loans may be made as LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously given by the Borrower with respect to the Term Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to the Lenders) and (iviii) any all then-existing Term Loans made during such period shall be made as convert automatically to Base Rate LoansLoans at the end of the then-applicable Interest Period if such circumstances still exist at such time. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a2.16(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Period.

Inability to Determine Applicable Interest Rate. In If prior to the event that commencement of any Interest Period for a LIBORTerm SOFR Term Loan: (a) the Administrative Agent shall have reasonably determined in good faith determines (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, absent manifest error) that by reason of circumstances affecting the London interbank market adequate and fair reasonable means do not exist for ascertaining the interest rate applicable LIBOR RateTerm SOFR for such Interest Period; or (b) the Agent is advised by Lenders whose Pro Rata Shares aggregate more than 50% that the LIBOR RateTerm SOFR for such Interest Period will not adequately and fairly reflect the cost to such LIBOR Rate Lenders of making or maintaining such Term Loans on the basis provided included for in the definition such Interest Period (each of Adjusted LIBOR Rate clause (a) and (b), a “LIBOR UnavailabilityMarket Disruption Event”), then the Administrative Agent shall on such date promptly give notice (by telefacsimile or by telephone confirmed in writing) thereof to the Borrower and the applicable Lenders of such determinationby telephone, whereupon (i) no Loans may be made facsimile transmission or PDF attachment to an e-mail or other electronic communications as LIBOR Rate Loans promptly as practicable thereafter and, until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously given by the Borrower with respect to the Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (ivi) any Loans made during Notice of Continuation/Conversion that requests the conversion of any applicable Term Loan to, or continuation of any such period Term Loan as, a LIBORTerm SOFR Term Loan shall be made as Base Rate Loans. At ineffective and such time as the Administrative Agent Term Loan shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has endedbe converted to or continued as, on the first last day of the Interest Period next following such determinationapplicable thereto, all a Base Rate Loans carried Term Loan, and (ii) if any Funding Notice requests a LIBORTerm SOFR Term Loan, such Term Loan shall be made as a Base Rate Term Loan. Upon receipt of such notice, the Borrower may revoke any Funding Notice or Notice of Continuation/Conversion then submitted by them. During any period in which a Market Disruption Event is in effect, the Borrower may request that the Agent or the Lenders whose Pro Rata Shares aggregate more than 50%, as a consequence of applicable, confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) the Borrower shall not be permitted to submit any such request more than once in any thirty (30)-day period and (B) nothing contained in this Section 2.12(a) shall automatically convert 5.5 or the failure to LIBOR Rate Loans having an initial Interest Period commencing on provide confirmation of the first day continued effectiveness of such Interest PeriodMarket Disruption Event shall in any way affect the Agent’s right or the right of the applicable Lenders to provide any additional notices of a Market Disruption Event as provided in this Section 5.5. If the Agent or such Lenders, as applicable, have not confirmed within ten (10) Business Days after request of such confirmation from the Borrower that a Market Disruption Event has occurred, then such Market Disruption Event shall be deemed to be no longer existing.

Inability to Determine Applicable Interest Rate. In In (i) With respect to any Revolving Loans or Revolving Commitments: (1) in the event that the Administrative Agent (upon the written instruction of the Required Lenders) shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Determination Date with respect to any LIBOR Eurodollar Rate Loans or CDOR Loans, that (1) by reason of circumstances affecting the London applicable interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Eurodollar Rate or CDOR Rate or (“LIBOR Unavailability”)2) deposits are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or CDOR Loan, the Administrative Agent shall on such date give notice (by telefacsimile facsimile or by telephone confirmed in writing) to the Borrower Borrowers and the Lenders each Lender of such determination, whereupon (i) (x) no Loans may be made as LIBOR as, or converted to, Eurodollar Rate Loans or CDOR Loans and (ii) (y) in the event of a determination with respect to the Eurodollar Rate component of the Base Rate or the CDOR Rate component of the Canadian Prime Rate, the utilization of the Eurodollar Rate or CDOR Rate component in determining the Base Rate or Canadian Prime Rate shall be CREDIT AGREEMENT (PATTERN REVOLVER) suspended, in each case until Administrative Agent (upon the written instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, Borrowers may revoke any pending Borrowing Notice And Certificate or Conversion/Continuation Notice of Eurodollar Rate Loans or CDOR Loans in the affected currency or currencies or, failing that, will be deemed to have converted such request into a request for a borrowing of Base Rate Loans or Canadian Prime Rate Loans in the amount specified therein.; and (2) if at any time the Required Revolving Lenders determine (which determination shall be conclusive absent manifest error) that the Eurodollar Rate shall cease to exist, then the Required Revolving Lenders and the Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. (ii) With respect to any 2019 Incremental Term Loans: (1) if prior to the commencement of any Interest Period for a Eurodollar Rate Loan: a. by reason of circumstances affecting the applicable interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of Eurodollar Rate; or b. deposits are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan, then the Administrative Agent shall give notice thereof to the Borrowers and the 2019 Incremental Term Loan Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Borrowers and the 2019 Incremental Term Loan Lenders that the circumstances giving rise to such notice no longer exist, any Conversion/Continuation Notice that requests the conversion of any Loan to, or continuation of any Loan as, a Eurodollar Rate Loan shall be ineffective, and, such Borrowing (unless prepaid) shall be continued as, or converted to, a Base Rate Loan; provided that (x) if the circumstances giving rise to such notice do not affect all the 2019 Incremental Term Loan Lenders, then requests by the Borrowers for Eurodollar Rate Loans may be made to 2019 Incremental Term Loan Lenders that are not affected thereby and (y) if the circumstances giving rise to such notice affect only one Type of Loan, then the other Type of Loan shall be permitted. (2) if the Administrative Agent (i) determines that the circumstances described in clauses (a)(ii)(1)(a) or (a)(ii)(1)(b) of this Section 2.16 have arisen and such circumstances are unlikely to be temporary, (ii) all then-existing Loans shall convert automatically to Base Rate Loans at determines that the end circumstances described in clauses (a)(ii)(1)(a) or (a)(ii)(1)(b) of this Section 2.16 have not arisen but the supervisor for the administrator of the then-applicable Interest Period if such circumstances still exist Eurodollar Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Eurodollar Rate shall no longer be used for determining interest rates for loans or (iii) new syndicated loans have started to adopt a new benchmark interest rate, then the Administrative Agent and the Borrowers shall endeavor to establish an alternate rate of interest to the Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes (iiiincluding administrative changes) the Borrower shall have the right to rescind any Funding Notice previously given by the Borrower with respect this Agreement as may be applicable; provided that to the Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to extent that the Administrative Agent determines that adoption of any portion of such rescission on market convention is not administratively feasible or that no market convention for the date on which administration of such alternate rate of interest exists, the Administrative Agent gives notice shall administer such alternate rate of its determination as described above and (iv) interest in a manner determined by the Administrative Agent in consultation with the Borrowers. Notwithstanding anything to the contrary in Section 10.5, such amendment shall become effective without any Loans made during such period shall be made as Base Rate Loans. At such time further action or consent of any other 2019 Incremental Term Loan Lender so long as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has endednot have received, on the first day within five (5) Business Days of the Interest Period next following date notice of such determinationalternate rate of interest is provided to the 2019 Incremental Term Loan Lenders, all a written notice from the Required 2019 Incremental Term Loan Lenders stating that such Required 2019 Incremental Term Loan Lenders object to such amendment. If a notice of an alternate rate of interest has been given and no such alternate rate of interest has been determined, and (x) the circumstances under clause (i) or (iii) above exist or (y) the specific date referred to in clause (ii) has occurred (as applicable), the Base Rate Loans carried by shall apply without regard to clause (iii) of the Lenders as a consequence definition thereof; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest PeriodAgreement.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties heretohereto absent manifest error), on any Interest Rate Reset Determination Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting (i) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such LIBOR Rate Loans or (ii) adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate (in the case with respect to clause (i) above, the “LIBOR UnavailabilityImpacted Loans”), the Administrative Agent shall on such date give notice (by telefacsimile telecopy or by telephone confirmed in writing) to the Borrower and the Lenders each Lender of such determination, whereupon (ix) no Loans may be made as as, or converted to, LIBOR Rate Loans (to the extent of the affected LIBOR Rate Loans or Interest Periods), until such time time, as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (iiy) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by giving notice (by telefacsimile or by telephone confirmed in writing) to Borrower. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i) of such rescission on the date on which this section, the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this section (which it shall use commercially reasonable efforts to do promptly upon cessation of the circumstances described therein), (2) the Administrative Agent or the affected Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any period Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of LIBOR Unavailability interest or to determine or charge interest rates based upon such rate or any Governmental Authority has ended, imposed material restrictions on the first day authority of such Lender to do any of the Interest Period next following such determination, all Base Rate Loans carried by foregoing and provides the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on Administrative Agent and the first day of such Interest PeriodBorrower written notice thereof.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent or the Required Lenders shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Determination Date or any Index Rate Determination Date with respect to any LIBOR Rate Loans, that (i) by reason of circumstances affecting the London or other applicable interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, or (“ii) the Adjusted LIBOR Unavailability”)Rate or the LIBOR Index Rate, as applicable, for any proposed LIBOR Loan does not adequately and fairly reflect the cost to the Lenders of funding such LIBOR Loan, or (iii) the LIBOR Scheduled Unavailability Date shall have occurred, the Administrative Agent shall on such date give notice (by telefacsimile facsimile, electronic mail or by telephone confirmed in writing) to the Borrower and the Lenders each Lender of such determination, whereupon (ix) no Loans may be made as as, or converted to, LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (iiy) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by giving notice the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans (by telefacsimile without reference to the LIBOR Index Rate component of the Base Rate). Notwithstanding the foregoing, in the case of any request for a LIBOR Loan, or by telephone confirmed in writing) to conversion or continuation thereof, after the Administrative Agent shall have made a determination that adequate and fair means do not exist for ascertaining the Adjusted LIBOR Rate or LIBOR Index Rate or that such rate do not adequately and fairly reflect the cost to the Lenders of funding such rescission on LIBOR Loan, as provided above, the date on Administrative Agent, in consultation with the Borrower and the Lenders, may establish an alternative interest rate that reflects the all-in-cost of funds to the Lenders, in which case such alternative rate of interest shall apply unless and until (A) the Administrative Agent gives notice of its determination as described above withdrawal of the notice under the foregoing paragraph, (B) the Required Lenders give notice that the alternative interest rate does not adequately and fairly reflect the cost to them of such loans, or (ivC) any Loans made during Lender shall give notice that it has determined that it is unlawful, or that a Governmental Authority shall have asserted that it is unlawful, for it to make or maintain such period loans determined by reference to the alternative rate of interest, or to determine or charge interest rates based upon such rate, or any Governmental Authority shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, have imposed material restrictions on the first day authority of such Lender to do any for any of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Periodforegoing.

Inability to Determine Applicable Interest Rate. In (i) If prior to the event that commencement of any Interest Period for a Eurodollar Rate Borrowing: (A) the Administrative Agent shall have reasonably determined in good faith determines (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, absent manifest error) that by reason of circumstances affecting the London interbank market adequate and fair reasonable means do not exist for ascertaining the interest rate applicable Adjusted Eurodollar Rate for such Interest Period; or (B) the Administrative Agent is notified in writing by the Requisite Lenders that the Adjusted Eurodollar Rate for such Interest Period will not adequately and fairly reflect the cost to such LIBOR Lenders of making or maintaining their Loans included in such Eurodollar Rate Loans on the basis provided Borrowing for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”), such Interest Period; then the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) thereof to the Borrower and the Lenders of such determinationas promptly as practicable, whereupon whereupon, (ix) no Loans may be made as LIBOR as, or converted to, Eurodollar Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (iiy) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loansdeemed rescinded by the Borrower. At such time as the The Administrative Agent shall promptly notify the Borrower and the Lenders when such circumstances no longer exist. (ii) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any period of LIBOR Unavailability has ended, on (x) the first day circumstances set forth in Section 2.17(a)(i)(A) have arisen (including because the rate described in clause (a) of the definition of “Adjusted Eurodollar Rate” is not available or published on a current basis) and such circumstances are unlikely to be temporary or (y) the circumstances set forth in Section 2.17(a)(i)(A) have not arisen but the supervisor for the administrator of the rate described in clause (a) of the definition of “Adjusted Eurodollar Rate” or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the rate described in clause (a) of the definition of “Adjusted Eurodollar Rate” no longer be used for determining interest rates for loans, then the Administrative Agent (acting at the direction of the Requisite Lenders) and the Borrower shall endeavor to establish an alternate rate of interest to the Adjusted Eurodollar Rate that (x) gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans denominated in Dollars in the United States at such time, and (y) is a rate for which the Administrative Agent has indicated in writing to the Lenders (which includes email) that it is able to calculate and administer, and the Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Rate); provided that if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for all purposes of this Agreement (and the Term Loan Lenders hereby (A) authorize and direct the Administrative Agent to execute and deliver any such amendment in respect of which the Requisite Lenders have indicated in writing to the Administrative Agent (which may be via email) that such amendment (and the alternate interest rate specified therein) is satisfactory to the Requisite Lenders and (B) acknowledge and agree that the Administrative Agent shall be entitled to all of the exculpations and indemnifications provided for in this Agreement in favor of the Administrative Agent in executing and delivering any such amendment). Notwithstanding anything to the contrary contained in Section 10.5, such amendment shall become effective without any further action or consent of any other party to this Agreement. Until an alternate rate of interest shall be determined in accordance with this paragraph (but, in the case of the circumstances described in clause (y) above, only to the extent the rate described in clause (a) of the definition of “Adjusted Eurodollar Rate” for such Interest Period next following is not available or published at such determinationtime on a current basis), all Base (1) no Loans may be made as, or converted to, Eurodollar Rate Loans carried and (2) any Funding Notice or Conversion/Continuation Notice given by the Lenders as a consequence of this Section 2.12(a) Borrower requesting the making of, or conversion to or continuation of, any Eurodollar Rate Borrowing shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on be deemed rescinded by the first day of such Interest PeriodBorrower.

Inability to Determine Applicable Interest Rate. In Subject to Section 2.12, if, on or prior to the event that first day of any Interest Period for any SOFR Loan: (i) the Administrative Agent shall have reasonably determined in good faith determines (which determination shall be final and conclusive and binding upon all parties hereto)absent manifest error but shall be made only after consultation with the Borrower) that Term SOFR cannot be determined pursuant to the definition thereof, on or (ii) the Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Term SOFR for any requested Interest Rate Reset Date Period with respect to any LIBOR Rate Loans, that by reason of circumstances affecting a proposed SOFR Loan does not adequately and fairly reflect the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable cost to such LIBOR Rate Loans on Lenders of making and maintaining such Loan (which determination shall be conclusive and binding absent manifest error but shall be made only after consultation with the basis Borrower and the Administrative Agent), and the Required Lenders have provided for in notice of such determination to the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”)Administrative Agent and the Borrower, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to will promptly so notify the Borrower and the Lenders of such determination, whereupon (i) no Loans may be made as LIBOR Rate Loans until such time as each Lender. Upon notice thereof by the Administrative Agent notifies to the Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower and to continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the Lenders that extent of the circumstances giving rise affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Lenders) revokes such notice no longer existnotice. Upon receipt of such notice, (iiA) all then-existing the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans shall convert automatically (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the 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 then-applicable Interest Period if Period. Upon any such circumstances still exist at such timeconversion, (iii) the Borrower shall have also pay accrued interest on the right amount so converted, together with any additional amounts required pursuant to rescind any Funding Notice previously given by the Borrower with respect Section 2.15(c). Subject to the Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to Section 2.12, if the Administrative Agent of such rescission on the date on determines (which the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Period.shall

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have reasonably determined in made good faith efforts to implement an Alternate Benchmark Rate and Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION hereto), on any Interest Rate Reset Determination Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”)Rate, the Administrative Agent shall on such date give notice (by telefacsimile facsimile or by telephone confirmed in writing) to the Borrower Company and the Lenders each Lender of such determination, whereupon (i) no Loans may be made as as, or converted to, LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously or Conversion/Continuation Notice given by the Borrower Company with respect to the Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried deemed to be rescinded by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest PeriodCompany.

Inability to Determine Applicable Interest Rate. In the event that If in connection with any request for a LIBOR Rate Loan or a conversion to or continuation thereof, the Administrative Agent shall have reasonably determined determines that (i) Dollar deposits are not being offered to banks in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank Eurodollar market for the applicable amount and Interest Period of such LIBOR Rate Loan, or (ii) (A) adequate and fair reasonable means do not exist for ascertaining determining the interest rate applicable LIBOR for any requested Interest Period with respect to such a proposed LIBOR Rate Loans on Loan or in connection with an existing or proposed Base Rate Loan and (B) the basis provided for circumstances described in the definition of Adjusted LIBOR Rate Section 2.14(c)(i) do not apply (in each case, “LIBOR UnavailabilityImpacted Loans”), the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders of such determination, whereupon (i) no Loans may be made as to make or maintain LIBOR Rate Loans until such time as shall be suspended (to the Administrative Agent notifies extent of the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (ii) all then-existing Loans shall convert automatically to Base affected LIBOR Rate Loans at or Interest Periods), and (y) in the end event of a determination described in the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously given by the Borrower preceding sentence with respect to the Loans LIBOR component of the Base Rate, the utilization of the LIBOR component in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed determining the Base Rate shall be suspended, in writing) to each case until the Administrative Agent revokes such notice. Upon receipt of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify notice, the Borrower and the Lenders that may revoke any period pending request for a Borrowing of, conversion to or continuation of LIBOR Unavailability has ended, on Rate Loans (to the first day extent of the affected LIBOR Rate Loans or Interest Period next following Periods) or, failing that, will be deemed to have converted such determination, all request into a request for a Borrowing of Base Rate Loans carried by in the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Periodamount specified therein.

Inability to Determine Applicable Interest Rate. In Subject to Section 2.15, if, on or prior to the event that first day of any Interest Period for any SOFR Loan: (i) the Administrative Agent shall have reasonably determined in good faith determines (which determination shall be final and conclusive and binding upon all parties hereto)absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, on or (ii) the Requisite Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Rate Reset Date Period with respect to any LIBOR Rate Loans, that by reason of circumstances affecting a proposed SOFR Loan does not adequately and fairly reflect the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable cost to such LIBOR Rate Loans on Lenders of making and maintaining such Loan, and the basis Requisite Lenders have provided for notice of such determination to the Administrative Agent, then, in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”)each case, the Administrative Agent shall on such date give will promptly so notify the Company and each Lender. Upon notice (thereof by telefacsimile or by telephone confirmed in writing) the Administrative Agent to the Borrower and Company, any obligation of the Lenders to make SOFR Loans, and any right of the Company to continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such determinationnotice, whereupon (i) no the Company may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans may (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Company will be made as LIBOR deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans until such time as in the Administrative Agent notifies the Borrower amount specified therein and the Lenders that the circumstances giving rise to such notice no longer exist, (ii) all then-existing any outstanding affected SOFR Loans shall convert automatically will be deemed to have been converted into Base Rate Loans at the end of the then-applicable Interest Period Period. Upon any such conversion, the Company shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 2.6(d). Subject to Section 2.15, if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously given by the Borrower with respect to the Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the date interest rate on which Base Rate Loans shall be determined by the Administrative Agent gives notice without reference to clause (b) of its determination as described above and (iv) any Loans made during such period shall be made as the definition of “Base Rate Loans. At such time as Rate” until the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following revokes such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Period.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Determination Date with respect to any LIBOR Fixed Rate Loans, that by reason of circumstances arising after the Effective Date affecting the London or Toronto interbank market market, adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Reserve Adjusted LIBOR Eurodollar Rate (“LIBOR Unavailability”)or CDOR Rate, as the case may be, such Administrative Agent shall on such date give notice (by telefacsimile telecopy or by telephone confirmed in writing) to the Borrower Borrowers and the Lenders each Lender of such determination, whereupon (i) no Loans may be made as LIBOR or continued as, or converted to, Fixed Rate Loans in the applicable currency, until such time as the Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, exist (such notification not to be unreasonably withheld or delayed) and (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end any Notice of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Borrowing or Notice previously of Conversion/Continuation given by the a Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by giving notice (by telefacsimile or by telephone confirmed in writing) the Borrowers; provided, however, that, at the option of the Borrowers, any such Notice of Borrowing may be re-submitted to the Administrative Agent indicating that the Borrowers are electing a Daily Rate Loan, which Loan shall be funded no later than one Business Day after the date of such rescission on the date on which the Administrative Agent gives notice Daily Rate Loan Notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Borrowing in accordance with Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Period.2.1B.

Inability to Determine Applicable Interest Rate. (i) In the event that the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, ) that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate the Term Loans on the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”)Rate, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writingemail) to the Borrower and the Lenders each Lender of such determination, whereupon all Term Loans shall bear interest at the Alternative Rate. Upon receipt of such notice, the Borrower may revoke any pending Request for Borrowing or Request for Continuation (ito the extent of the affected Loans or Interest Periods). (ii) no Loans may be made as LIBOR Rate Loans until such time as Notwithstanding the foregoing, in the event that the Administrative Agent notifies (at the Borrower direction of the Lenders) shall have determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto) that the circumstances set forth in Section 2.18(a)(i) have arisen pursuant to the definition of “LIBOR Rate” and such circumstances are unlikely to be temporary, then the Lenders shall select an alternate rate of interest to the LIBOR Rate (the “Successor Benchmark Rate”) after giving due consideration to the then broadly accepted market convention for determining a rate of interest for similar senior secured debt financing transactions in the United States at such time (and which is reasonably acceptable to the Borrower) and the Lenders that the circumstances giving rise to such notice no longer exist, (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) and the Borrower shall have enter into an amendment to this Agreement to reflect such Successor Benchmark Rate and such other related changes to this Agreement as may be applicable; provided that if the right Successor Benchmark Rate is not reasonably acceptable to rescind any Funding Notice previously given the Borrower (as determined by the Borrower with respect to in its sole discretion), the Borrower may, at its option, prepay the Loans in respect without payment of which such determination was made by giving notice (by telefacsimile any Prepayment Premium or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest PeriodMake Whole Premium.

Inability to Determine Applicable Interest Rate. In If Bloomberg Professional Service (or another nationally-recognized rate reporting source acceptable to the event that Administrative Agent) no longer reports the LIBOR Rate or the Administrative Agent shall have reasonably determined determines in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect that the rate so reported no longer accurately reflects the rate available to any LIBOR Rate Loans, that by reason of circumstances affecting the Administrative Agent in the London interbank market adequate and fair means do not exist for ascertaining Interbank Market or if Bloomberg Screen B TMM Page no longer exists or accurately reflects the interest rate applicable available to such LIBOR Rate Loans on the basis provided for Administrative Agent in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”)London Interbank Market, the Administrative Agent may select a replacement index or replacement page, as the case may be; provided, however, that such replacement index or replacement page (x) is not materially different from the replacement index or replacement page the Administrative Agent has selected for similar borrowers under other credit facilities and (y) shall on be based upon such date give other indication of the prevailing equivalent rate of interest as chosen by the Administrative Agent in its reasonable discretion required to make such equivalent rate of interest equal to the LIBOR Rate (as of the last time the LIBOR Rate was in effect) as of such date. Notwithstanding anything herein to the contrary, in the event that (i) the LIBOR rate is permanently or indefinitely unavailable or unascertainable, or ceases to be published, (ii) the LIBOR administrator or its successor invokes its insufficient admissions policy, (iii) LIBOR is determined to be no longer representative by the regulatory supervisor of the administrator of LIBOR, (iv) LIBOR can no longer be lawfully relied upon in contracts of this nature by one or both of the parties, or (v) LIBOR does not accurately and fairly reflect the cost of making or maintaining the type of loans or advances under this Agreement and in any such case, such circumstances are unlikely to be temporary, then all references to the LIBOR Rate herein will instead be to a replacement rate determined by the Administrative Agent in its reasonable judgment, including any adjustment to the replacement rate to reflect a different credit spread, term or other mathematical adjustment deemed necessary by the Administrative Agent in its sole judgment. The Administrative Agent will provide reasonable notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and the Lenders of such determinationreplacement rate, whereupon which will be effective on the date of the earliest event set forth in clauses (ii)-(v) no Loans may of this paragraph. If there is any ambiguity as to the date of occurrence of any such event, the Administrative Agent’s judgment will be made as dispositive. The establishment of the LIBOR Rate Loans until such time as on each determination date by the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end Administrative Agent’s calculation of the then-rate of interest applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously given by the Borrower with respect to the Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to for the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the related Interest Period next following such determination, all Base Rate Loans carried by shall (in the Lenders as a consequence absence of this Section 2.12(amanifest error) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Periodbe final and binding.

Inability to Determine Applicable Interest Rate. (i) In the event that the Administrative Agent Bank shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Determination Date with respect to any LIBOR Rate LoansAdvance, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans Advance on the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”)LIBOR, the Administrative Agent Bank shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and the Lenders of such determination, whereupon (iA) no Loans Advances may be made as as, or converted to, LIBOR Rate Loans Advances until such time as the Administrative Agent Bank notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (iiB) all then-existing Loans shall convert automatically to Base Rate Loans at the end any Notice of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Borrowing or Notice previously of Conversion/Continuation given by the Borrower with respect to the Loans LIBOR Advances in respect of which such determination was made shall be deemed to be Prime Rate Advances unless such Notice of Borrowing or Notice of Conversion/Continuation shall be rescinded by Borrower in writing within one (1) Business Day of Bank’s giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its inability to determine the applicable interest rate for LIBOR Advances pursuant to this Section 3.6(b)(i). (ii) If at any time Bank determines (which determination as described above shall be conclusive absent manifest error) that (A) the circumstances set forth in Section 3.6(b)(i) have arisen and such circumstances are unlikely to be temporary; or (ivB) the circumstances set forth in Section 3.6(b)(i) have not arisen but the supervisor for the administrator of the LIBOR reporting system or a Governmental Authority having jurisdiction over Bank has made a public statement announcing that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, or that LIBOR is no longer representative, then Bank shall determine an alternate rate of interest to LIBOR and a spread adjustment mechanism that gives due consideration to (1) any Loans selection or recommendation of a replacement rate or the mechanism for determining such a rate or spread adjustment mechanism by the Federal Reserve Board of Governors and/or a committee officially endorsed or convened by the Federal Reserve Board of Governors, or any successor thereto and/or (2) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to LIBOR for similarly situated loans in the United States at such time, and Bank shall amend this Agreement to reflect such alternate rate of interest, such spread adjustment, and such other related changes to this Agreement as may be applicable; provided that if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Bank shall provide Borrower with notice of such amendment. Notwithstanding anything to the contrary in Section 12.7, such amendment shall become effective at 5:00 p.m. Pacific time on the tenth (10th) Business Day after Bank has provided such amendment to Borrower without any further action or consent of Borrower, so long as Bank has not received, by such time, written notice of objection to such amendment from Borrower. In the event that Borrower objects to such amendment, Bank and Borrower shall endeavor to agree on an alternate rate of interest that is mutually acceptable. Until an alternate rate of interest shall be determined in accordance with this Section 3.6(b)(ii) (but in the case of the circumstances described in clause (2) of the first sentence of this Section 3.6(b)(ii), only to the extent that LIBOR for such Interest Period is not available or published at such time on a current basis), (x) any LIBOR Advances requested to be made during such period shall be made as Base Prime Rate Loans. At such time as the Administrative Agent Advances, and (y) any outstanding LIBOR Advances shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has endedbe converted, on the first last day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such then-current Interest Period, to Prime Rate Advances. 2.3 Section 6.2 (Financial Statements, Reports, Certificates). Section 6.2(c) is amended by deleting the reference to “by month” and replacing it with “by quarter”. 2.4 Section 6.7 (

Inability to Determine Applicable Interest Rate. In the event that (x) the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Determination Date with respect to any LIBOR Loans or any ABR Loans as to which the interest rate is determined with reference to the Adjusted LIBO Rate Loansthat, that by reason of circumstances affecting the London interbank market market, adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBO Rate, or (y) prior to the commencement of any Interest Period with respect to LIBOR Loans or ABR Loans as to which the interest rate is determined with reference to the Adjusted LIBO Rate, the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate (“for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining such LIBOR Unavailability”)Loans for ABR Loans for such Interest Period, the Administrative Agent shall on such date give notice (by telefacsimile facsimile or other electronic image scan transmission (e.g., “pdf”) or by telephone confirmed in writing) to the Borrower and the Lenders each Lender of such determination, whereupon (i) no Loans may be made as as, or converted to, LIBOR Rate Loans (and with respect to ABR Loans, the interest rate applicable thereto shall be determined without reference to the Adjusted LIBO Rate) until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously or Conversion/Continuation Notice given by the Borrower with respect to the LIBOR Loans in respect of which such determination was made shall be deemed to be rescinded by giving notice (by telefacsimile or by telephone confirmed the Borrower; provided that, in writing) to lieu of such rescission, the Borrower may notify the Administrative Agent of (which may be given via telephone) that such rescission notice shall be deemed to be a request for ABR Loans in the same principal amount to be funded on the date on which Credit Extension Date specified in the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Periodapplicable Funding Notice.

Inability to Determine Applicable Interest Rate. In the event that (x) the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties heretohereto absent manifest error), on any Interest Rate Reset Determination Date with respect to any LIBOR Rate LoansLoans or any ABR Loans as to which the interest rate is determined with reference to the Adjusted LIBO Rate, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBO Rate, or (y) prior to the commencement of any Interest Period with respect to LIBOR Loans or ABR Loans as to which the interest rate is determined with reference to the Adjusted LIBO Rate, the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate (“for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining such LIBOR Unavailability”)Loans or such ABR Loans for such Interest Period, the Administrative Agent shall on such date give notice (by telefacsimile facsimile or by telephone confirmed in writing) to the Borrower and the Lenders each Lender of such determination, whereupon (i) no Loans may be made as as, or converted to, LIBOR Loans and the Alternate Base Rate Loans shall be determined without regard to clause (c) of the definition thereof until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously or Conversion/Continuation Notice given by the Borrower with respect to the continuation of or conversion to LIBOR Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried deemed to be rescinded by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest PeriodBorrower.

Inability to Determine Applicable Interest Rate. In Subject to Section 3.02(h), if, on or prior to the event that first day of any Interest Period for any SOFR Loan, (i) the Administrative Agent (acting upon the Direction of the Required Lenders) shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, absent manifest error) that by reason of circumstances affecting the London interbank market reasonable and adequate and fair means do not exist for ascertaining Term SOFR or (ii) the interest rate applicable Required Lenders determine (which determination shall be binding and conclusive absent manifest error) that for any reason in connection with any request for a SOFR Loan that Term SOFR with respect to any proposed SOFR Loan does not adequately and fairly reflect the cost to such LIBOR Rate Loans on Lenders of making and maintaining such Loan, and the basis Required Lenders have provided for in the definition notice of Adjusted LIBOR Rate (“LIBOR Unavailability”)such determination to Agent, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to will promptly so notify the Borrower and each Lender. Upon notice thereof by the Agent to the Borrower, any obligation of the Lenders to make SOFR Loans shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Agent (at the Direction of the Required Lenders) revokes such notice. Upon receipt of such determinationnotice, whereupon (i) no the Borrower may revoke any pending request for a borrowing of SOFR Loans may (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be made as LIBOR deemed to have converted any such request into a request for a Borrowing of Base Rate Loans until such time as in the Administrative Agent notifies the Borrower amount specified therein and the Lenders that the circumstances giving rise to such notice no longer exist, (ii) all then-existing any outstanding affected SOFR Loans shall convert automatically will be deemed to have been converted into Base Rate Loans at the end of the then-applicable Interest Period if Period. Upon any such circumstances still exist at such timeconversion, (iii) the Borrower shall have also pay accrued interest on the right amount so converted. Subject to rescind any Funding Notice previously given by Section 3.02(h), if the Borrower with respect Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to definition thereof on any given day, the Administrative Agent of such rescission interest rate on the date on which the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried shall be determined by the Lenders as a consequence Agent without reference to clause (c) of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day definition of “Base Rate” until the Agent revokes such Interest Perioddetermination.

Inability to Determine Applicable Interest Rate. In Subject to Section 2.6D, if, on or prior to the event that first day of any Interest Period for any SOFR Loan: (a) the Administrative Agent shall have reasonably determined in good faith determines (which determination shall be final and conclusive and binding upon all parties hereto)absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, on or (b) the Requisite Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Rate Reset Date Period with respect to any LIBOR Rate Loans, that by reason of circumstances affecting a proposed SOFR Loan does not adequately and fairly reflect the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable cost to such LIBOR Rate Loans on Lenders of making and maintaining such Loan, and the basis Requisite Lenders have provided for in notice of such determination to the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”)Administrative Agent, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (b), at the instruction of the Requisite Lenders) revokes such notice. Upon receipt of such determinationnotice, whereupon (i) no the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans may (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be made as LIBOR deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans until such time as in the Administrative Agent notifies the Borrower amount specified therein and the Lenders that the circumstances giving rise to such notice no longer exist, (ii) all then-existing any outstanding affected SOFR Loans shall convert automatically will be deemed to have been converted into Base Rate Loans at the end of the then-applicable Interest Period if Period. Upon any such circumstances still exist at such timeconversion, (iii) the Borrower shall have also pay accrued interest on the right amount so converted, together with any additional amounts required pursuant to rescind any Funding Notice previously given by the Borrower with respect Section 2.6C. Subject to the Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to Section 2.6D, if the Administrative Agent of such rescission determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the date interest rate on which Base Rate Loans shall be determined by the Administrative Agent gives notice without reference to clause (c) of its determination as described above and (iv) any Loans made during such period shall be made as the definition of “Base Rate Loans. At such time as Rate” until the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following revokes such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Period.

Inability to Determine Applicable Interest Rate. (i) In the event that the Administrative Agent Lender shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Determination Date with respect to any LIBOR Rate LoansAdvance, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans Advance on the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”)LIBOR, the Administrative Agent Lender shall on such date give written notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and the Lenders of such determination, whereupon (iA) no Loans Term Loan Advances may be made as as, or converted to, LIBOR Rate Loans Advances until such time as the Administrative Agent Lender notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (iiB) all then-existing Loans shall convert automatically to Base Rate Loans at the end any Notice of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Borrowing or Notice previously of Conversion/Continuation given by the Borrower with respect to the Loans LIBOR Advances in respect of which such determination was made shall be deemed to be Prime Rate Advances unless such Notice of Borrowing or Notice of Conversion/Continuation shall be rescinded by Borrower in writing within one (1) Business Day of Lender’s giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives written notice of its inability to determine the applicable interest rate for LIBOR Advances pursuant to this Section 3.6(b)(i). (ii) If at any time Lender determines (which determination as described above shall be conclusive absent manifest error) that (A) the circumstances set forth in Section 3.6(b)(i) have arisen and such circumstances are unlikely to be temporary; or (ivB) the circumstances set forth in Section 3.6(b)(i) have not arisen but the supervisor for the administrator of the LIBOR reporting system or a Governmental Authority having jurisdiction over Lender has made a public statement announcing that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, or that LIBOR is no longer representative, then Lender shall determine an alternate rate of interest to LIBOR and a spread adjustment mechanism that gives due consideration to (1) any Loans selection or recommendation of a replacement rate or the mechanism for determining such a rate or spread adjustment mechanism by the Federal Reserve Board of Governors and/or a committee officially endorsed or convened by the Federal Reserve Board of Governors, or any successor thereto and/or (2) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to LIBOR for similarly situated loans in the United States at such time, and Lender shall amend this Agreement to reflect such alternate rate of interest, such spread adjustment, and such other related changes to this Agreement as may be applicable; provided that if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Lender shall provide Borrower with written notice of such amendment. Notwithstanding anything to the contrary in Section 12.7, such amendment shall become effective at 5:00 p.m. Pacific time on the tenth (10th) Business Day after Lender has provided such amendment to Borrower without any further action or consent of Borrower, so long as Lender has not received, by such time, written notice of objection to such amendment from Borrower. In the event that Borrower objects to such amendment, Lender and Borrower shall endeavor to agree on an alternate rate of interest that is mutually acceptable. Until an alternate rate of interest shall be determined in accordance with this Section 3.6(b)(ii) (but in the case of the circumstances described in clause (2) of the first sentence of this Section 3.6(b)(ii), only to the extent that LIBOR for such Interest Period is not available or published at such time on a current basis), (x) any LIBOR Advances requested to be made during such period shall be made as Base Prime Rate Loans. At such time as the Administrative Agent Advances, and (y) any outstanding LIBOR Advances shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has endedbe converted, on the first last day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such then-current Interest Period, to Prime Rate Advances.

Inability to Determine Applicable Interest Rate. In the event that If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, (i) the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), determines that on any Interest Rate Reset Determination Date with respect (1) deposits (whether in Dollars or an Alternative Currency) are not being offered to any LIBOR Rate Loans, that by reason of circumstances affecting banks in the London applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or (2) adequate and fair reasonable means do not exist to determine the Eurodollar Rate for ascertaining any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (i) above, the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR UnavailabilityImpacted Loans”), or (ii) the Administrative Agent or the Requisite Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower Company and the Lenders each Lender of such determination. Thereafter, whereupon (ix) no Loans may be made as LIBOR the obligation of the Lenders to make or maintain Eurodollar Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer existshall be suspended, (ii) all then-existing Loans shall convert automatically to Base the extent of the affected Eurodollar Rate Loans at or Interest Periods), and (y) in the end event of a determination described in the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously given by the Borrower preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until Administrative Agent upon the instruction of the Requisite Lenders revokes such notice. Upon receipt of such notice, Company may revoke any pending Funding Notice or Conversion/Continuation Notice of Eurodollar Rate Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day extent of the affected Eurodollar Rate Loans or Interest Period next following Periods) or, failing that, will be deemed to have converted such determination, all request into a request for borrowing of Base Rate Loans carried by in the Lenders as a consequence amount specified therein. Notwithstanding the foregoing, if Administrative Agent has made the determination described in clause (i) of this Section 2.12(asection, Administrative Agent, in consultation with Company and the Requisite Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) shall automatically convert Administrative Agent revokes the notice delivered with respect to LIBOR Rate the Impacted Loans having an initial Interest Period commencing under clause (i) of the first sentence of this section, (2) Administrative Agent or the Requisite Lenders notify Administrative Agent and Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the first day authority of such Interest PeriodLender to do any of the foregoing and provides Administrative Agent and Company written notice thereof.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Determination Date with respect to any LIBOR Fixed Rate Loans, that by reason of circumstances arising after the date of this Agreement affecting the London or Toronto interbank market market, adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Reserve Adjusted LIBOR Eurodollar Rate (“LIBOR Unavailability”)or CDOR Rate, as the case may be, such Administrative Agent shall on such date give notice (by telefacsimile telecopy or by telephone confirmed in writing) to the Borrower Borrowers and the Lenders each Lender of such determination, whereupon (i) no Loans may be made as LIBOR or continued as, or converted to, Fixed Rate Loans in the applicable currency, until such time as the Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, exist (such notification not to be unreasonably withheld or delayed) and (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end any Notice of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Borrowing or Notice previously of Conversion/Continuation given by the a Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by giving notice (by telefacsimile or by telephone confirmed in writing) the Borrowers; provided, however, that, at the option of the Borrowers, any such Notice of Borrowing may be re-submitted to the Administrative Agent indicating that the Borrowers are electing a Daily Rate Loan, which Loan shall be funded no later than one Business Day after the date of such rescission on the date on which the Administrative Agent gives notice Daily Rate Loan Notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Borrowing in accordance with Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Period.2.1B.

Inability to Determine Applicable Interest Rate. In If prior to the event that commencement of any Interest Period for a Eurodollar Rate Borrowing of any Class: the Administrative Agent shall have reasonably determined in good faith determines (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, absent manifest error) that by reason of circumstances affecting the London interbank market adequate and fair reasonable means do not exist for ascertaining the interest rate applicable Adjusted Eurodollar Rate for such Interest Period; or the Administrative Agent is advised by a Majority in Interest of the Lenders of such Class that the Adjusted Eurodollar Rate for such Interest Period will not adequately and fairly reflect the cost to such LIBOR Lenders of making or maintaining their Loans included in such Eurodollar Rate Loans on the basis provided Borrowing for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”), such Interest Period; then the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writingwhich may be telephonic) thereof to the Borrower and the Lenders of such determinationas promptly as practicable, whereupon whereupon, (ix) no Loans of such Class may be made as LIBOR as, or converted to, Eurodollar Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, exist and (iiy) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loansdeemed rescinded by the Borrower. At such time as the The Administrative Agent shall promptly notify the Borrower and the Lenders when such circumstances no longer exist. ​ Notwithstanding anything to the contrary herein or in any other Credit Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (1) if a Benchmark Replacement is determined in accordance with clause (a) or (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document and (2) if a Benchmark Replacement is determined in accordance with clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Requisite Lenders; or Notwithstanding anything to the contrary herein or in any other Credit Document and subject to the proviso below in this paragraph, if a Term SOFR 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, to the extent the Borrower and the Administrative Agent mutually agree, the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document; provided that, this clause (B) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time in consultation with the Borrower and, notwithstanding anything to the contrary herein or in any other Credit 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 Credit Document. The Administrative Agent will promptly notify the Borrower and the Lenders of (1) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (2) the implementation of any Benchmark Replacement, (3) the effectiveness of any Benchmark Replacement Conforming Changes, (4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (E) below and (5) 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 Lender (or group of Lenders), pursuant to this Section 2.17(a)(ii), 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 Credit Document, except, in each case, as expressly required pursuant to this Section 2.17(a)(ii). Notwithstanding anything to the contrary herein or in any other Credit Document, at any time (including in connection with the implementation of a Benchmark Replacement), (1) if the then-current Benchmark is a term rate (including Term SOFR or the Eurodollar Rate) 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 Benchmark has provided a public statement or publication of information announcing that any period tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of LIBOR Unavailability has ended“Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (2) if a tenor that was removed pursuant to clause (1) above either (x) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (y) is not, on 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 first day Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. Upon the Borrower’s receipt of notice of the Interest commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Eurodollar Rate Borrowing of, conversion to or continuation of Eurodollar Rate Loans to be made, converted or continued during any Benchmark Unavailability Period next following and, failing that, the Borrower will be deemed to have converted any such determination, all request into a request for a Borrowing of or conversion to Base Rate Loans carried by Loans. During any Benchmark Unavailability Period or at any time that a tenor for the Lenders then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “Adjusted Eurodollar Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to Section 2.17(a)(ii)(A) or (B), whether upon the occurrence of a consequence Benchmark Transition Event, Term SOFR Transition Event or an Early Opt-in Election, and (ii) the implementation of this any Benchmark Replacement Conforming Changes pursuant to Section 2.12(a) shall automatically convert 2.17(a)(ii)(C), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the Adjusted Eurodollar Rate or have the same volume or liquidity as did the London interbank offered rate prior to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Periodits discontinuance or unavailability.

Inability to Determine Applicable Interest Rate. In If prior to the event that commencement of any Interest Period or BA Equivalent Interest Period for a LIBOR Loan or BA Equivalent Loan (or, in the Administrative case of any Base Rate Loan bearing interest based on the Foreign Base Rate, prior to the commencement of any calendar month): (a) the Agent shall have reasonably determined in good faith determines (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, absent manifest error) that by reason of circumstances affecting the London interbank market adequate and fair reasonable means do not exist for ascertaining the LIBOR Rate or BA Rate for such Interest Period or BA Equivalent Interest Period (or, in the case of any Base Rate Loan bearing interest rate applicable based on the Foreign Base Rate, the LIBOR Rate for such calendar month); or (b) the Agent is advised by Lenders whose Pro Rata Shares aggregate more than 50% that the LIBOR Rate or BA Rate for such Interest Period or BA Equivalent Interest Period (or, in the case of any Base Rate Loan bearing interest based on the Foreign Base Rate, the LIBOR Rate for such calendar month), as applicable, will not adequately and fairly reflect the cost to such LIBOR Lenders of making or maintaining such Loans included for such Interest Period or BA Equivalent Interest Period (or of making or maintaining such Base Rate Loans on the basis provided for in the definition Loans) (each of Adjusted LIBOR Rate clauses (a) and (b), a “LIBOR UnavailabilityMarket Disruption Event”), then the Administrative Agent shall on such date promptly give notice (by telefacsimile or by telephone confirmed in writing) thereof to the Borrower Borrowers’ Agent and the applicable Lenders of such determinationby telephone, whereupon (i) no Loans may be made facsimile transmission or PDF attachment to an e-mail or other electronic communication as LIBOR Rate Loans promptly as practicable thereafter and, until such time as the Administrative Agent notifies the Borrower Borrowers’ Agent and the Lenders that the circumstances giving rise to such notice no longer exist, (iii) all then-existing Loans shall convert automatically to any Notice of Continuation/Conversion that requests the conversion of any applicable Loan to, or continuation of any such Loan as, a LIBOR Loan, a BA Equivalent Loan or a Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously given by the Borrower with respect to the Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission Loan bearing interest based on the date on which the Administrative Agent gives notice of its determination Foreign Base Rate, as described above applicable, shall be ineffective and (ivA) such Loan (other than any Loans made during such period Loan denominated in an Alternative Currency or any such ROW Swingline Loan or French Swingline Loan, as applicable) shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has endedconverted to or continued as, on the first last day of the Interest Period next following such determinationor BA Equivalent Interest Period applicable thereto, all a Base Rate Loans carried by Loan bearing interest based on the Base Rate or a Canadian Prime Rate Loan, as applicable, and (B) any such Loan denominated in an Alternative Currency or any such ROW Swingline Loan or French Swingline Loan, as applicable, shall be prepaid in full, together with interest accrued thereon, either on the last day of the Interest Period thereof, in the case of a LIBOR Loan, or immediately, in the case of a Base Rate Loan, and (ii) if any Notice of Borrowing requests a LIBOR Loan, a BA Equivalent Loan or a Base Rate Loan bearing interest based on the Foreign Base Rate, (A) such Loan (other than any such Loan denominated in an Alternative Currency or any such ROW Swingline Loan or French Swingline Loan, as applicable) shall be made as a Base Rate Loan denominated in Dollars bearing interest based on the Base Rate or a Canadian Prime Rate Loan, as applicable, and (B) any such Loan denominated in an Alternative Currency or any such ROW Swingline Loan or French Swingline Loan, as applicable, shall not be made; provided that with respect to clause (i)(B) above, if the Borrowers are required to so prepay any such Loans, then concurrently with such prepayment, the Borrowers shall borrow from the Lenders (other than any ROW Swingline Lender or French Swingline Lender, as applicable), in the Equivalent Amount in Dollars of such repayment, a consequence of this Section 2.12(a) shall automatically convert to LIBOR Base Rate Loans having an initial Interest Period commencing Loan denominated in Dollars bearing interest based on the first day of such Interest Period.Base

Inability to Determine Applicable Interest Rate. (i) In the event that the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Determination Date with respect to any LIBOR Eurodollar Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of “Adjusted LIBOR Rate (“LIBOR UnavailabilityEurodollar Rate”), the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writingwhich may be telephonic) to the Borrower and the Lenders each Lender of such determination, whereupon (iA) no Loans may be made as LIBOR as, or converted to, Eurodollar Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (iiB) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by giving notice the Borrower. (by telefacsimile or by telephone confirmed in writingii) to If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (A) the circumstances set forth in Section 2.15(a)(i) have arisen and such circumstances are unlikely to be temporary or (B) the circumstances set forth in Section 2.15(a)(i) have not arisen but the supervisor for the administrator of such rescission on the date on which LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar Rate that gives notice due consideration to the then prevailing market convention for determining a rate of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loans. At interest for syndicated loans in the United States at such time and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Rate). Notwithstanding anything to the contrary in Section 9.5, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall notify not have received, within five Business Days of the Borrower and date notice of such alternate rate of interest is provided to the Lenders, a written notice from a Majority in Interest of the Lenders of each Class stating that any period such Lenders object to such amendment. Until an alternate rate of LIBOR Unavailability has endedinterest shall be determined in accordance with this Section 2.15(a)(ii) (but, on in the case of the circumstances described in clause (B) of the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence sentence of this Section 2.12(a) shall automatically convert 2.15(a)(ii), only to LIBOR the extent the LIBO Screen Rate Loans having an initial for such Interest Period commencing is not available or published at such time on a current basis), (x) any Conversion/Continuation Notice that requests the first day conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Rate Borrowing shall be ineffective and (y) if any Funding Notice requests a Eurodollar Rate Borrowing, such Interest PeriodBorrowing shall be made as a Base Rate Borrowing; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

Inability to Determine Applicable Interest Rate. In Notwithstanding anything to the contrary in this Agreement or any Credit Document (and any Swap Agreement shall be deemed not to be a “Credit Document” for purposes of this Section 3.1), in the event that the Administrative Agent Lender shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, ) that (i) by reason of circumstances affecting the London or other applicable interbank market market, on any Interest Rate Determination Date with respect to any Adjusted Term SOFR Loans, that (i) adequate and fair means do not exist for ascertaining theSOFR, Term SOFR, Adjusted LIBO RateTerm SOFR or the interest rate applicable LIBO Index Rate, as applicable, or (ii) theSOFR, Term SOFR, Adjusted LIBO RateTerm SOFR or the LIBO Index Rate, as applicable, for any proposed LIBOR LoanAdjusted Term SOFR Loans does not adequately and fairly reflect the cost to the Lender of funding or maintaining such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”)LIBORAdjusted Term SOFR Loan, the Administrative Agent Lender shall on such date give notice (by telefacsimile facsimile or by telephone confirmed in writing) to the Borrower and the Lenders of such determination, whereupon (ix) no Revolving Loans may be made as LIBOR Rate as, or converted to, LIBORAdjusted Term SOFR Loans until such time as the Administrative Agent Lender notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (iiy) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously or Conversion/Continuation Notice given by the Borrower with respect to the Revolving Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify deemed to be rescinded by the Borrower and the Lenders that any period of LIBOR Unavailability has ended(z) all such Revolving Loans described in clause (y) hereof shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans on the first last day of the then current Interest Period next following applicable thereto without reference to the LIBO Index Rate component of the Base Rate., unless the Borrower prepays such determinationRevolving Loans in accordance with this Agreement. If the circumstances described in this Section 3.1(a) occur but only with respect to limited, all Base Rate Loans carried by but not all, tenors of the Lenders as then applicable term rate Benchmark (including Term SOFR), then (A) the Lender may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such illegal or impracticable tenor and (B) if a consequence tenor that was removed pursuant to clause (A) of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing sentence is subsequently displayed on a screen or information service for a Benchmark, then the first day Lender may modify the definition of such “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

Inability to Determine Applicable Interest Rate. In Notwithstanding anything to the contrary in this Agreement or any Credit Document (and any Swap Agreement shall be deemed not to be a “Credit Document” for purposes of this Section 3.1), in the event that the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Determination Date with respect to any LIBOR Rate SOFR Loans, that by reason of circumstances affecting the London interbank market reasonable and adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate SOFR Loans on the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”)SOFR or Term SOFR, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and the Lenders each Lender of such determination, whereupon (i) no Loans may be made as LIBOR Rate as, or converted to, SOFR Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by giving notice the Borrower (by telefacsimile iii) all such Loans described in clause (ii) hereof shall be automatically made or by telephone confirmed continued as, or converted to, as applicable, Base Rate Loans on the last day of the then current Interest Period applicable thereto without reference to the Term SOFR component of the Base Rate, unless the Borrower prepays such Loans in writingaccordance with this Agreement. If the circumstances described in this Section 3.1(a) occur but only with respect to limited, but not all, tenors of the then applicable term rate Benchmark (including Term SOFR), then (x) the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such rescission time to remove such illegal or impracticable tenor and (y) if a tenor that was removed pursuant to clause (x) of this sentence is subsequently displayed on the date on which a screen or information service for a Benchmark, then the Administrative Agent gives notice may modify the definition of its determination as described above and “Interest Period” (ivor any similar or analogous definition) any Loans made during such period shall be made as Base Rate Loans. At for all Benchmark settings at or after such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following to reinstate such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Periodpreviously removed tenor.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have made good faith efforts to implement an Alternate Benchmark Rate and Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Determination Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”)Rate, the Administrative Agent shall on such date give notice (by telefacsimile facsimile or by telephone confirmed in writing) in accordance with Section 10.1 of this Agreement to the Borrower Company and the Lenders each Lender of such determination, whereupon (i) no Loans may be made as as, or converted to, LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously or Conversion/Continuation Notice given by the Borrower Company with respect to the Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loansdeemed to be rescinded by Company.Rates. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has endedSubject to Section 2.20, if, on or prior to the first day of the any Interest Period next following such determinationfor any SOFR Rate Loan: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, all Base or (ii) the Required Lenders determine that for any reason in connection with any request for a SOFR Rate Loans carried by the Lenders as Loan or a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period commencing on with respect to a proposed SOFR Rate Loan does not adequately and fairly reflect the first day cost to such Lenders of making and maintaining such Loan, and the Required Lenders have provided written notice of such Interest Perioddetermination to the Administrative Agent, then the Administrative Agent will promptly so notify Company and each Lender.

Inability to Determine Applicable Interest Rate. In Notwithstanding anything to the contrary in this Agreement or any Credit Document (and any Swap Agreement shall be deemed not to be a “Credit Document” for purposes of this Section 3.1), in the event that the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect to any LIBOR Rate Loansdate after the Closing Date, that by reason of circumstances affecting the London interbank market reasonable and adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate BSBY Loans on the basis provided for in the definition of Adjusted LIBOR BSBY Rate, BSBY Index Rate (“LIBOR Unavailability”)or BSBY Screen Rate, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and the Lenders each Lender of such determination, whereupon (i) no Loans may be made as LIBOR Rate as, or converted to, BSBY Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by giving notice the Borrower (by telefacsimile iii) all such Loans in clause (ii) hereof shall be automatically made or by telephone confirmed continued as, or converted to, as applicable, Base Rate Loans on the last day of the then current Interest Period applicable thereto without reference to the BSBY Rate component of the Base Rate, unless the Borrower prepays such Loans in writingaccordance with this Agreement. If the circumstances described in this Section 3.1(a) occur but only with respect to limited, but not all, tenors of the then applicable term rate Benchmark (including BSBY Rate), then (i) the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such rescission time to remove such illegal or impracticable tenor and (ii) if a tenor that was removed pursuant to clause (i) of this sentence is subsequently displayed on the date on which a screen or information service for a Benchmark, then the Administrative Agent gives notice may modify the definition of its determination as described above and “Interest Period” (ivor any similar or analogous definition) any Loans made during such period shall be made as Base Rate Loans. At for all Benchmark settings at or after such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following to reinstate such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Periodpreviously removed tenor.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties heretohereto absent manifest error), on any Interest Rate Reset Determination Date with respect to any LIBOR Rate LoansLoans or Synthetic Deposits, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans or Synthetic Deposits on the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”)Rate, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and each Lender (such notice, the Lenders "Inability to Determine LIBOR Notice") of such determination, whereupon (i) no Loans or Synthetic Deposits may be made as or maintained with an interest rate based on the Adjusted LIBOR Rate, and instead will be made and maintained with an interest rate equal to the Base Rate plus the Applicable Margin with respect to Base Rate Loans (or, with respect to the Synthetic Deposits, invested to earn a return equal to the Federal Funds Rate), until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) upon receipt by the Borrower shall have of such Inability to Determine LIBOR Notice, the right to rescind Borrower may revoke any Funding Notice previously of Borrowing or Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) or, failing that, will be deemed to the Administrative Agent of have converted such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all request into a request for Base Rate Loans carried by in the Lenders as a consequence amount specified in such Notice of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest PeriodBorrowing.

Inability to Determine Applicable Interest Rate. (i) In the event that the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Determination Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”)Rate, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and the Lenders each Lender of such determination, whereupon (i) no Loans may be made as as, or converted to, LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, exist and (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end any Notice of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Borrowing or Notice previously of Conversion/Continuation given by the Borrower with respect to the Loans in respect of which such determination was made by giving shall be deemed to be for a Base Rate Loan. (ii) In the event that Administrative Agent (in consultation with its Toronto branch) shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such event, Administrative Agent shall within a reasonable time thereafter give notice (by telefacsimile or if by telephone confirmed in writing) to Borrower and each of the Administrative Agent Canadian Dollar Term Lenders of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (iv) any determination. Thereafter, BA Loans made during such period shall no longer be made as Base Rate Loans. At available until such time as the Administrative Agent shall notify the notifies Borrower and the Canadian Dollar Term Lenders that the circumstances giving rise to such notice by Administrative Agent no longer exist (which notice Administrative Agent agrees to give at such time when such circumstances no longer exist), and any period Notice of LIBOR Unavailability has endedBorrowing or Notice of Conversion/Continuation given by Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by Borrower. Any maturing BA Loans shall thereafter, on the first day of the Interest Period next following such determinationand until contrary notice is provided by Administrative Agent, all Base Rate Loans carried by the Lenders be continued as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Canadian Prime Rate Loans having an initial Interest Period commencing on the first day of such Interest PeriodLoan.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent or the Required Lenders shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Determination Date or any Index Rate Determination Date with respect to any LIBOR Rate Loans, that (i) by reason of circumstances affecting the London or other applicable interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, or (“ii) the Adjusted LIBOR Unavailability”)Rate or the LIBOR Index Rate, as applicable, for any proposed LIBOR Loan does not adequately and fairly reflect the cost to the Lenders of funding such LIBOR Loan, the Administrative Agent shall on such date give notice (by telefacsimile facsimile or by telephone confirmed in writing) to the Borrower and the Lenders each Lender of such determination, whereupon (ix) no Loans may be made as as, or converted to, LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (iiy) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by giving notice the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans (by telefacsimile without reference to the LIBOR Index Rate component of the Base Rate). Notwithstanding the foregoing, in the case of any request for a LIBOR Loan, or by telephone confirmed in writing) to conversion or continuation thereof, after the Administrative Agent shall have made a determination that adequate and fair means do not exist for ascertaining the Adjusted LIBOR Rate or LIBOR Index Rate or that such rate do not adequately and fairly reflect the cost to the Lenders of funding such rescission on LIBOR Loan, as provided above, the date on Administrative Agent, in consultation with the Borrower and the Lenders, may establish an alternative interest rate that reflects the all-in-cost of funds to the Lenders, in which case such alternative rate of interest shall apply unless and until (A) the Administrative Agent gives notice of its determination as described above withdrawal of the notice under the foregoing paragraph, (B) the Required Lenders give notice that the alternative interest rate does not adequately and fairly reflect the cost to them of such loans, or (ivC) any Loans made during Lender shall give notice that it has determined that it is unlawful, or that a Governmental Authority shall have asserted that it is unlawful, for it to make or maintain such period loans determined by reference to the alternative rate of interest, or to determine or charge interest rates based upon such rate, or any Governmental Authority shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, have imposed material restrictions on the first day authority of such Lender to do any for any of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Periodforegoing.

Inability to Determine Applicable Interest Rate. In Subject to Section 2.24 (LIBO RateBenchmark Replacement), in the event that Setting), if, on or prior to the first day of any Interest Period for any Term SOFR Loan, Administrative Agent shall have reasonably determined in good faith determineddetermines (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Determination Date with respect to any LIBOR LIBO Rate Loans, that by reason of circumstances affecting the London interbank market marketabsent manifest error) that adequate and fair fairreasonable means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR LIBO Rate (such circumstances, the “LIBOR Unavailability”)LIBO Rate Circumstances”),Adjusted Term SOFR or Term SOFR, then the Administrative Agent shall on such date give notice (by telefacsimile e-mail or by telephone confirmed in writing) to the Borrower and the Lenders each Lender of such determination, whereupon (i) no Loans may be made as LIBOR as, or converted to, LIBO Rate Loans until such time asthereof to Borrower and the Lenders as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and: (iiiix) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by giving notice Borrower.that requests a Term SOFR Loan shall instead be deemed to be a Funding Notice for a Base Rate Loan; and (y) any outstanding Term SOFR Loan shall on and from the end of the applicable Interest Period be converted by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above to, and (iv) any Loans made during such period shall be made as constitute, a Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest PeriodLoan.

Inability to Determine Applicable Interest Rate. (i) In the event event, and on each occasion, that the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect to any LIBOR Rate LoansDetermination Date, (A) the Applicable Facility Agent shall have determined that by reason deposits in Dollars in the principal amounts of circumstances affecting the Loans comprising such Borrowing are not generally available in the London interbank market market, (B) the Applicable Facility Agent is advised by a Majority in Interest of the Lenders of the Class making or maintaining such Eurodollar Rate Loans that the Adjusted Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of making or maintaining such Eurodollar Rate Loans during such Interest Period or (C) the Applicable Facility Agent shall have determined that adequate and fair reasonable means do not exist for ascertaining determining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”)Eurodollar Rate, the Administrative Applicable Facility Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writingwhich may be telephonic) to the Borrower and the Lenders each Lender of such determination, whereupon (iI) no Loans may be made as LIBOR as, or converted to, Eurodollar Rate Loans until such time as the Administrative Applicable Facility Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, exist and (iiII) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by giving notice the Borrower. (by telefacsimile ii) If the Applicable Facility Agent determines (which determination shall be final and conclusive and binding upon all parties hereto) that (A) the circumstances set forth in clause (a)(i)(C) are unlikely to be temporary or by telephone confirmed in writing(B) the supervisor for the administrator of the Adjusted Eurodollar Rate or a Governmental Authority having jurisdiction over the Applicable Facility Agent has made a public statement identifying a specific date after which the Adjusted Eurodollar Rate shall no longer be used for determining interest rates for loans, then the Applicable Facility Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Administrative Adjusted Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States (in Dollars or other applicable currency) at such time and to enter into an amendment to reflect such alternate rate of interest and such other related changes as may be applicable, provided that notwithstanding the foregoing, if such alternate rate of interest would otherwise be less than zero, then such rate shall be deemed to be zero. Notwithstanding anything to the contrary in Section 10.5, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Applicable Facility Agent shall not have received, within five Business Days of the date a copy of such rescission on amendment is provided to the date on which Lenders, a written notice from the Administrative Agent gives notice Requisite Lenders stating that the Requisite Lenders object to such amendment. Until an alternate rate of its determination as described above interest shall be determined in accordance with this clause (ii), (I) no Loans may be made as, or converted to, Eurodollar Rate Loans and (ivII) any Funding Notice or Conversion/Continuation Notice given by the Borrower with respect to Eurodollar Rate Loans made during such period shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried deemed to be rescinded by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest PeriodBorrower.

Inability to Determine Applicable Interest Rate. In the event that that, on any Interest Rate Determination Date with respect to any Eurodollar Rate Loans, (i) the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, absent manifest error) that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Eurodollar Rate, or (ii) the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion thereto or a continuation thereof that (“LIBOR Unavailability”)A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (B) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent shall on such date promptly give notice (by telefacsimile telefacsimile, other electronic image scan transmission (e.g., pdf via email) or by telephone confirmed in writing) to the Borrower and the Lenders each Lender of such determination, whereupon (ix) no Loans may be made as LIBOR as, or converted to, Eurodollar Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (iiy) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously or Interest Election Request given by the Borrower with respect to the Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be deemed to be rescinded by the Borrower or, at the Borrower’s request, made as a Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest PeriodLoan.

Inability to Determine Applicable Interest Rate. (i) In the event that the Administrative Agent Bank shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Determination Date with respect to any LIBOR Rate LoansAdvance, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans Advance on the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”)LIBOR, the Administrative Agent Bank shall on such date give written notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and the Lenders of such determination, whereupon (iA) no Loans Advances may be made as as, or converted to, LIBOR Rate Loans Advances until such time as the Administrative Agent Bank notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (iiB) all then-existing Loans shall convert automatically to Base Rate Loans at the end any Notice of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Borrowing or Notice previously of Conversion/Continuation given by the Borrower with respect to the Loans LIBOR Advances in respect of which such determination was made shall be deemed to be Prime Rate Advances unless such Notice of Borrowing or Notice of Conversion/Continuation shall be rescinded by Borrower in writing within one (1) Business Day of Bank’s giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives written notice of its inability to determine the applicable interest rate for LIBOR Advances pursuant to this Section 3.6(b)(i). (ii) If at any time Bank determines (which determination as described above shall be conclusive absent manifest error) that (A) the circumstances set forth in Section 3.6(b)(i) have arisen and such circumstances are unlikely to be temporary; or (ivB) the circumstances set forth in Section 3.6(b)(i) have not arisen but the supervisor for the administrator of the LIBOR reporting system or a Governmental Authority having jurisdiction over Bank has made a public statement announcing that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, or that LIBOR is no longer representative, then Bank shall determine an alternate rate of interest to LIBOR and a spread adjustment mechanism that gives due consideration to (1) any Loans selection or recommendation of a replacement rate or the mechanism for determining such a rate or spread adjustment mechanism by the Federal Reserve Board of Governors and/or a committee officially endorsed or convened by the Federal Reserve Board of Governors, or any successor thereto and/or (2) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to LIBOR for similarly situated loans in the United States at such time, and Bank shall amend this Agreement to reflect such alternate rate of interest, such spread adjustment, and such other related changes to this Agreement as may be applicable; provided that if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Bank shall provide Borrower with written notice of such amendment. Notwithstanding anything to the contrary in Section 12.7, such amendment shall become effective at 5:00 p.m. Pacific time on the tenth (10th) Business Day after Bank has provided such amendment to Borrower without any further action or consent of Borrower, so long as Bank has not received, by such time, written notice of objection to such amendment from Borrower. In the event that Borrower objects to such amendment, Bank and Borrower shall endeavor to agree on an alternate rate of interest that is mutually acceptable. Until an alternate rate of interest shall be determined in accordance with this Section 3.6(b)(ii) (but in the case of the circumstances described in clause (2) of the first sentence of this Section 3.6(b)(ii), only to the extent that LIBOR for such Interest Period is not available or published at such time on a current basis), (x) any LIBOR Advances requested to be made during such period shall be made as Base Prime Rate Loans. At such time as the Administrative Agent Advances, and (y) any outstanding LIBOR Advances shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has endedbe converted, on the first last day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such then-current Interest Period, to Prime Rate Advances.

Inability to Determine Applicable Interest Rate. (i) In the event that the Administrative Agent Bank shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Determination Date with respect to any LIBOR Rate LoansAdvance, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans Advance on the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”)LIBOR, the Administrative Agent Bank shall on such date give notice (by telefacsimile facsimile or by telephone confirmed in writing) to the Borrower and the Lenders of such determination, whereupon (iA) no Loans Advances may be made as as, or converted to, LIBOR Rate Loans Advances until such time as the Administrative Agent Bank notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (iiB) all then-existing Loans shall convert automatically to Base Rate Loans at the end any Notice of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Borrowing or Notice previously of Conversion/Continuation given by the Borrower with respect to the Loans LIBOR Advances in respect of which such determination was made shall be deemed to be Prime Rate Advances unless such Notice of Borrowing or Notice of Conversion/Continuation shall be rescinded by Borrower in writing within one (1) Business Day of Bank’s giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its inability to determine the applicable interest rate for LIBOR Advances pursuant to this Section 3.6(b)(i). (ii) If at any time Bank determines (which determination as described above shall be conclusive absent manifest error) that (A) the circumstances set forth in Section 3.6(b)(i) have arisen and such circumstances are unlikely to be temporary; or (ivB) the circumstances set forth in Section 3.6(b)(i) have not arisen but the supervisor for the administrator of the LIBOR reporting system or a Governmental Authority having jurisdiction over Bank has made a public statement announcing that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, or that LIBOR is no longer representative, then Bank shall determine an alternate rate of interest to LIBOR and a spread adjustment mechanism that gives due consideration to (1) any Loans selection or recommendation of a replacement rate or the mechanism for determining such a rate or spread adjustment mechanism by the Federal Reserve Board of Governors and/or a committee officially endorsed or convened by the Federal Reserve Board of Governors, or any successor thereto and/or (2) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to LIBOR for similarly situated loans in the United States at such time, and Bank shall amend this Agreement to reflect such alternate rate of interest, such spread adjustment, and such other related changes to this Agreement as may be applicable; provided that if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Bank shall provide Borrower with notice of such amendment. Notwithstanding anything to the contrary in Section 12.7, such amendment shall become effective at 5:00 p.m. Pacific time on the tenth (10th) Business Day after Bank has provided such amendment to Borrower without any further action or consent of Borrower, so long as Bank has not received, by such time, written notice of objection to such amendment from Borrower. In the event that Borrower objects to such amendment, Bank and Borrower shall endeavor to agree on an alternate rate of interest that is mutually acceptable. Until an alternate rate of interest shall be determined in accordance with this Section 3.6(b)(ii) (but in the case of the circumstances described in clause (2) of the first sentence of this Section 3.6(b)(ii), only to the extent that LIBOR for such Interest Period is not available or published at such time on a current basis), (x) any LIBOR Advances requested to be made during such period shall be made as Base Prime Rate Loans. At such time as the Administrative Agent Advances, and (y) any outstanding LIBOR Advances shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has endedbe converted, on the first last day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such then-current Interest Period, to Prime Rate Advances.” 3 The Loan Agreement shall be amended by deleting the following text, appearing in Section 6.6(a) thereof: “To permit Bank to monitor Borrower’s financial performance and condition, Borrower shall maintain Borrower’s primary domestic depository and operating accounts and securities/investment accounts with Bank and Bank’s Affiliates such that all such domestic accounts of Borrower shall contain at least the lesser of (i) Fifteen Million Dollars ($15,000,000.00) and (ii) eighty percent (80.0%) of the Dollar value of all of Borrower’s domestic accounts at all financial institutions (provided, however, Borrower shall have five (5) days from the date such level is not attained in order to be in compliance with this subsection (a)).” and inserting in lieu thereof the following: “To permit Bank to monitor Borrower’s financial performance and condition, Borrower shall maintain Borrower’s primary domestic depository and operating accounts and excess cash with Bank and Bank’s Affiliates such that all such domestic accounts of Borrower shall contain at least the lesser of (i) Fifteen Million Dollars ($15,000,000.00) and (ii) eighty percent (80.0%) of the Dollar value of all of Borrower’s domestic accounts at all financial institutions (provided, however, Borrower shall have five (5) days from the date such level is not attained in order to be in compliance with this subsection (a)).” 4 The Loan Agreement shall be amended by deleting the following text, appearing in the definition of “Permitted Investments” in Section 13.1 thereof:

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent (with the consent of the Required Lenders) shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties heretohereto but shall be made only after consultation with the Borrower), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”), the Administrative Agent shall on such date give notice (by telefacsimile or email or by telephone confirmed in writing) to the Borrower and the Lenders of such determination, whereupon (i) no Loans may be made as LIBOR Rate Loans until such time as the Administrative Agent (with the consent of the Required Lenders) notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously given by the Borrower with respect to the Loans in respect of which such determination was made by giving notice (by telefacsimile or email or by telephone confirmed in writing) to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other Lender) of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loans. At such time as the Administrative Agent (with the consent of the Required Lenders) shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Period.

Inability to Determine Applicable Interest Rate. In the event that the (x) Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Determination Date with respect to any LIBOR Eurodollar Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means (including, without limitation, by means of an Interpolated Rate) do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Eurodollar Rate, or (y) Administrative Agent is advised by the Requisite Lenders that the Adjusted Eurodollar Rate (“LIBOR Unavailability”)for such Interest Rate Determination Date will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such borrowing for such Interest Rate Determination Date, the in either such case Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and the Lenders each Lender of such determination, whereupon (i) no Loans may be made as LIBOR as, or converted to, Eurodollar Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by giving notice Borrower and (by telefacsimile or by telephone confirmed in writingiii) to the Administrative Agent of such rescission any outstanding Eurodollar Rate Loans shall be converted, on the date on which last day of the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as then-current Interest Period, to Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Period.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”), the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower Company and the Lenders each Tranche A Lender of such determination, whereupon (i) no Tranche A Revolving Loans may be made as LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower Company and the Tranche A Lenders that the circumstances giving rise to such notice no longer exist, (ii) any Funding Notice given by the Company with respect to Tranche A Revolving Loans in respect of which such determination was made shall be deemed to be rescinded by the Company, (iii) all then-existing Tranche A Revolving Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously given by the Borrower with respect to the Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above time and (iv) any subsequent borrowings of Tranche A Revolving Loans made during such period shall be made as Base Rate LoansLoans until such circumstances no longer exist. At such time as the Administrative Agent shall notify the Borrower Company and the Tranche A Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period Payment Date next following such determination, unless the Company elects to maintain such Base Rate Loans, all Base Rate Loans carried by the Tranche A Lenders as a consequence of this Section 2.12(a2.18(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest PeriodPayment Date.

Inability to Determine Applicable Interest Rate. In If prior to the event that commencement of any Interest Period or BA Equivalent Interest Period for a Term SOFR Loan, BA Equivalent Loan, EURIBOR Loan or Bank Xxxx Rate Loan (or, in the Administrative case of any Base Rate Loan bearing interest based on the Foreign Base Rate, prior to the commencement of any calendar month) or in the case of any Daily SOFR Loan: (a) the Agent shall have reasonably determined in good faith determines (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, absent manifest error) that by reason of circumstances affecting the London interbank market adequate and fair reasonable means do not exist for ascertaining Term SOFR, the BA Rate, EURIBOR or the Bank Xxxx Rate for such Interest Period or BA Equivalent Interest Period (or, in the case of any Base Rate Loan bearing interest rate applicable based on the Foreign Base Rate, Term SOFR or EURIBOR for such calendar month) or SOFR (in the case of any Daily SOFR Loan); or (b) the Agent is advised by Lenders whose Pro Rata Shares aggregate more than 50% that Term SOFR, the BA Rate, EURIBOR or the Bank Xxxx Rate for such Interest Period or BA Equivalent Interest Period (or, in the case of any Base Rate Loan bearing interest based on the Foreign Base Rate, Term SOFR or EURIBOR for such calendar month) or SOFR (in the case of any Daily SOFR Loan), as applicable, will not adequately and fairly reflect the cost to such LIBOR Lenders of making or maintaining such Loans included for such Interest Period or BA Equivalent Interest Period (or of making or maintaining such Base Rate Loans on the basis provided for in the definition or Daily SOFR Loans) (each of Adjusted LIBOR Rate clauses (a) and (b), a “LIBOR UnavailabilityMarket Disruption Event”), then the Administrative Agent shall on such date promptly give notice (by telefacsimile or by telephone confirmed in writing) thereof to the Borrower Borrowers’ Agent and the applicable Lenders of such determinationby telephone, whereupon (i) no Loans may be made facsimile transmission or PDF attachment to an e-mail or other electronic communication as LIBOR Rate Loans promptly as practicable thereafter and, until such time as the Administrative Agent notifies the Borrower Borrowers’ Agent and the Lenders that the circumstances giving rise to such notice no longer exist, (iii) all then-existing Loans shall convert automatically to any Notice of Continuation/Conversion that requests the conversion of any applicable Loan to, or continuation of any such Loan as, a Term SOFR Loan, a Daily SOFR Loan, a BA Equivalent Loan, a EURIBOR Loan, a Bank Xxxx Rate Loan or a Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously given by the Borrower with respect to the Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission Loan bearing interest based on the date on which the Administrative Agent gives notice of its determination Foreign Base Rate, as described above applicable, shall be ineffective and (ivA) such Loan (other than any Loans made during such period Loan denominated in an Alternative Currency or any such ROW Swingline Loan or French Swingline Loan, as applicable) shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has endedconverted to or continued as, on the first last day of the Interest Period next following such determinationor BA Equivalent Interest Period applicable thereto, all a Base Rate Loans carried Loan bearing interest based on the Base Rate or a Canadian Prime Rate Loan, as applicable, and (B) any such Loan denominated in an Alternative Currency or any such ROW Swingline Loan or French Swingline Loan, as applicable, shall be prepaid in full, together with interest accrued thereon, either on the last day of the Interest Period thereof, in the case of a Term SOFR Loan or EURIBOR Loan, or immediately, in the case of a Base Rate Loan, and (ii) if any Notice of Borrowing requests a Term SOFR Loan, Daily SOFR Loan, a BA Equivalent Loan, a EURIBOR Loan, a Bank Xxxx Rate Loan or a Base Rate Loan bearing interest based on the Foreign Base Rate, (A) such Loan (other than any such Loan denominated in an Alternative Currency or any such ROW Swingline Loan or French Swingline Loan, as applicable) shall be made as a Base Rate Loan denominated in Dollars bearing interest based on the Base Rate or a Canadian Prime Rate Loan, as applicable, and (B) any such Loan denominated in an Alternative Currency or any such ROW Swingline Loan or French Swingline Loan, as applicable, shall not be made; provided that with respect to clause (i)(B) above, if the Borrowers are required to so prepay any such Loans, then concurrently with such prepayment, the Borrowers shall borrow from the applicable Lenders (other than any ROW Swingline Lender or French Swingline Lender, as applicable), in the Equivalent Amount in Dollars of such repayment, a Base Rate Loan denominated in Dollars bearing interest based on the Base Rate. Upon receipt of such notice, the Borrowers may revoke any Notice of Borrowing or Notice of Continuation/Conversion then submitted by them. During any period in which a Market Disruption Event is in effect, the Borrowers’ Agent may request that the Agent or the Lenders whose Pro Rata Shares aggregate more than 50%, as a consequence of applicable, confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (x) the Borrowers’ Agent shall not be permitted to submit any such request more than once in any 30-day period and (y) nothing contained in this Section 2.12(a) shall automatically convert 5.5 or the failure to LIBOR Rate Loans having an initial Interest Period commencing on provide confirmation of the first day continued effectiveness of such Interest PeriodMarket Disruption Event shall in any way affect the Agent’s right or the right of the applicable Lenders to provide any additional notices of a Market Disruption Event as provided in this Section 5.5. If the Agent or such Lenders, as applicable, have not confirmed within 10 Business Days after request of such confirmation from the Borrowers’ Agent that a Market Disruption Event has occurred, then such Market Disruption Event shall be deemed to be no longer existing.

Inability to Determine Applicable Interest Rate. In the event that If with respect to any Interest Period: (i) the Administrative Agent shall have reasonably determined determines that, or the Requisite Lenders determine and advise the Administrative Agent that, deposits in good faith Dollars (in the applicable amounts) are not being offered in the London interbank eurodollar market for such Interest Period; or (ii) the Administrative Agent otherwise determines, or the Requisite Lenders determine and advise the Administrative Agent (which determination shall be final binding and conclusive and binding upon on all parties heretoparties), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank eurodollar market adequate and fair reasonable means do not exist for ascertaining the applicable Eurodollar Rate; or (iii) the Administrative Agent determines, or the Requisite Lenders determine and advise the Administrative Agent, that the Eurodollar Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to the Lenders of maintaining or funding a Eurodollar Rate Loan or a Base Rate Loan as to which the interest rate applicable is determined by reference to such the One Month LIBOR Rate Loans on for such Interest Period, or that the basis provided for making or funding of Eurodollar Rate Loan or a Base Rate Loan as to which the interest rate is determined by reference to the One Month LIBOR Rate has become impracticable as a result of an event occurring after the date of this Agreement which in the definition opinion of Adjusted LIBOR Rate (“LIBOR Unavailability”), such Lenders materially affects such Loans; then the Administrative Agent shall on such date give notice promptly notify the affected parties and (by telefacsimile or by telephone confirmed A) in writing) to the Borrower and event of any occurrence described in the Lenders of such determination, whereupon foregoing clause (i) no Loans may be made as LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have enter into good faith negotiations with each affected Lender in order to determine an alternate method to determine the right Eurodollar Rate for such Lender, and during the pendency of such negotiations with any Lender, such Lender shall be under no obligation to rescind make any Funding Notice previously given new Eurodollar Rate Loan or a Base Rate Loan as to which the interest rate is determined by the Borrower with respect reference to the Loans One Month LIBOR Rate, and (B) in respect the event of any occurrence described in the foregoing clauses (ii) or (iii), for so long as such circumstances shall continue, no Lender shall be under any obligation to make any new Eurodollar Rate Loan or a Base Rate Loan as to which such determination was made the interest rate is determined by giving notice (by telefacsimile or by telephone confirmed in writing) reference to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of One Month LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest PeriodRate.

Inability to Determine Applicable Interest Rate. (i) In the event that the on any Interest Rate Determination Date for any Interest Period with respect to any Eurodollar Rate Loans, (A) Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair reasonable means do not exist for ascertaining the interest rate Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period; or (B) the Administrative Agent is advised by the Requisite Lenders that the Eurodollar Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such LIBOR Rate Lenders (or Lender) of making or maintaining their Loans on the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”), the such Interest Period; then Administrative Agent shall on such date give notice (by telefacsimile facsimile or by telephone confirmed in writing) to the Borrower and the Lenders each Lender of such determination, whereupon (ix) no Loans may be made as LIBOR or converted to Eurodollar Rate Loans, and the Loans shall be made as or converted to Base Rate Loans on the first day of the Interest Period immediately following such Interest Rate Determination Date, in each case until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (iiy) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by giving notice Borrower. (by telefacsimile or by telephone confirmed in writingii) to If at any time the Administrative Agent determines (which determination shall be final and conclusive and binding upon all parties hereto) that (A) the circumstances set forth in clause (a)(i)(A) have arisen and such circumstances are unlikely to be temporary or (B) the circumstances set forth in clause (a)(i)(A) have not arisen but the supervisor for the administrator of such rescission on the date on which Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar Rate that gives notice due consideration to the then prevailing market convention for determining a rate of its determination interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as described above and may be applicable (iv) provided such other changes shall not include any Loans made during amendment to the definition of “Applicable Margin”); provided that, if such period alternate rate of interest shall be made as Base Rate Loansless than 0.00%, such rate shall be deemed to be 0.00% for the purposes of this Agreement. At Notwithstanding anything to the contrary in Section 10.05, such time amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall notify not have received, within five Business Days of the Borrower date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Requisite Class Lenders of each Class stating that such Requisite Class Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (a)(ii) (but, in the case of the circumstances described in clause (B) of the first sentence of this Section 2.14(a)(ii), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) no Loans may be made as or converted to Eurodollar Rate Loans, and the Lenders that any period of LIBOR Unavailability has ended, Loans shall be made as or converted to Base Rate Loans on the first day of the Interest Period next immediately following an Interest Rate Determination Date, and (y) any Funding Notice or Conversion/Continuation Notice given by Borrower with respect to the Loans in respect of which such determination, all Base Rate Loans carried determination was made shall be deemed to be rescinded by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest PeriodBorrower.

Inability to Determine Applicable Interest Rate. In If prior to the event that commencement of any Interest Period for a LIBOR Term Loan: (a) the Administrative Agent shall have reasonably determined in good faith determines (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, absent manifest error) that by reason of circumstances affecting the London interbank market adequate and fair reasonable means do not exist for ascertaining the interest rate applicable LIBOR Rate for such Interest Period; or (b) the Agent is advised by Lenders whose Pro Rata Shares aggregate more than 50% that the LIBOR Rate for such Interest Period will not adequately and fairly reflect the cost to such LIBOR Rate Lenders of making or maintaining such Term Loans on the basis provided included for in the definition such Interest Period (each of Adjusted LIBOR Rate clause (a) and (b), a “LIBOR UnavailabilityMarket Disruption Event”), then the Administrative Agent shall on such date promptly give notice (by telefacsimile or by telephone confirmed in writing) thereof to the Borrower and the applicable Lenders of such determinationby telephone, whereupon (i) no Loans may be made facsimile transmission or PDF attachment to an e-mail or other electronic communications as LIBOR Rate Loans promptly as practicable thereafter and, until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously given by the Borrower with respect to the Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (ivi) any Loans made during Notice of Continuation/Conversion that requests the conversion of any applicable Term Loan to, or continuation of any such period Term Loan as, a LIBOR Term Loan shall be made as Base Rate Loans. At ineffective and such time as the Administrative Agent Term Loan shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has endedbe converted to or continued as, on the first last day of the Interest Period next following such determinationapplicable thereto, all a Base Rate Loans carried Term Loan, and (ii) if any Funding Notice requests a LIBOR Term Loan, such Term Loan shall be made as a Base Rate Term Loan. Upon receipt of such notice, the Borrower may revoke any Funding Notice or Notice of Continuation/Conversion then submitted by them. During any period in which a Market Disruption Event is in effect, the Borrower may request that the Agent or the Lenders whose Pro Rata Shares aggregate more than 50%, as a consequence of applicable, confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) the Borrower shall not be permitted to submit any such request more than once in any thirty (30)-day period and (B) nothing contained in this Section 2.12(a) shall automatically convert 5.5 or the failure to LIBOR Rate Loans having an initial Interest Period commencing on provide confirmation of the first day continued effectiveness of such Interest PeriodMarket Disruption Event shall in any way affect the Agent’s right or the right of the applicable Lenders to provide any additional notices of a Market Disruption Event as provided in this Section 5.5. If the Agent or such Lenders, as applicable, have not confirmed within ten (10) Business Days after request of such confirmation from the Borrower that a Market Disruption Event has occurred, then such Market Disruption Event shall be deemed to be no longer existing.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date date after the Closing Date, with respect to any LIBOR Rate Term SOFR Loans, that by reason of circumstances affecting the London interbank market reasonable and adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans Term SOFR Loans, on the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”)Term SOFR, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower Representative and the Lenders each Lender of such determination, whereupon (i) no Loans may be made as LIBOR Rate Loans as, or converted to, Term SOFR Loans, until such time as the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end any Notice of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Borrowing or Notice previously of Conversion/Continuation given by the Borrowers (or Borrower Representative) with respect to the Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be deemed to be rescinded by Borrowers (or Borrower Representative) and such Loans shall be automatically made or continued as, or converted to, as Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has endedapplicable, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by but without reference to the Lenders as Term SOFR component of the Base Rate, unless Borrowers prepay such Loans prior thereto in accordance with the terms hereof. If the circumstances described in this Section 14.1(a) occur but only with respect to limited, but not all, tenors of the then applicable term rate Benchmark (including Term SOFR), then (i) Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such illegal or impracticable tenor and (ii) if a consequence tenor that was removed pursuant to clause (i) of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing sentence is subsequently displayed on a screen or information service for a Benchmark, then, Administrative Agent may modify the first day definition of such “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

Inability to Determine Applicable Interest Rate. In the event that (x) the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and | binding upon all parties heretohereto absent manifest error), on any Interest Rate Reset Determination Date with respect to any LIBOR Rate LoansLoans or any ABR Loans as to which the interest rate is determined with reference to the Adjusted LIBO Rate, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBO Rate, or (y) prior to the commencement of any Interest Period with respect to LIBOR Loans or ABR Loans as to which the interest rate is determined with reference to the Adjusted LIBO Rate, the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate (“for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining such LIBOR Unavailability”)Loans or such ABR Loans for such Interest Period, the Administrative Agent shall on such date give notice (by telefacsimile facsimile or by telephone confirmed in writing) to the Borrower and the Lenders each Lender of such determination, whereupon (i) no Loans may be made as as, or converted to, LIBOR Loans and the Alternate Base Rate Loans shall be determined without regard to clause (c) of the definition thereof until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously or Conversion/Continuation Notice given by the Borrower with respect to the continuation of or conversion to LIBOR Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried deemed to be rescinded by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest PeriodBorrower.

Inability to Determine Applicable Interest Rate. In the event that the If with respect to any Interest Period: (i) Administrative Agent shall have reasonably determined determines that, or the Requisite Lenders determine and advise Administrative Agent that, deposits in good faith Dollars (in the applicable amounts) are not being offered in the London interbank eurodollar market for such Interest Period; or (ii) Administrative Agent otherwise determines, or the Requisite Lenders determine and advise Administrative Agent (which determination shall be final binding and conclusive and binding upon on all parties heretoparties), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank eurodollar market adequate and fair reasonable means do not exist for ascertaining the applicable Eurodollar Rate; or (iii) Administrative Agent determines, or the Requisite Lenders determine and advise Administrative Agent, that the Eurodollar Rate as determined by Administrative Agent will not adequately and fairly reflect the cost to the Lenders of maintaining or funding a Eurodollar Rate Loan for such Interest Period or a Base Rate Loan or Swing Line Loan as to which the interest rate is determined by reference to the Eurodollar Rate, or that the making or funding of Eurodollar Rate Loan or a Base Rate Loan or Swing Line Loan as to which the interest rate is determined by reference to the Eurodollar Rate 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 promptly notify the affected parties and (A) in the event of any occurrence described in the foregoing clause (i) Company shall enter into good faith negotiations with each affected Lender in order to determine an alternate method to determine the Eurodollar Rate for such Lender, and during the pendency of such negotiations with any Lender, such Lender shall be under no obligation to make any new Eurodollar Rate Loan and the interest rate applicable to such LIBOR each Base Rate Loans on Loan and Swing Line Loan shall be determined without reference to the basis provided for Eurodollar Rate, and (B) in the definition event of Adjusted LIBOR Rate (“LIBOR Unavailability”), any occurrence described in the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and the Lenders of such determination, whereupon (i) no Loans may be made as LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, foregoing clauses (ii) all then-existing Loans or (iii), for so long as such circumstances shall convert automatically continue, no Lender shall be under any obligation to make any new Eurodollar Rate Loan and the interest rate applicable to each Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower Loan and Swing Line Loan shall have the right to rescind any Funding Notice previously given by the Borrower with respect be determined without reference to the Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest PeriodEurodollar Rate.

Inability to Determine Applicable Interest Rate. In Subject to Section 2.22, if, on or prior to the event that first day of any Interest Period for any SOFR Loan: (i) the Administrative Agent shall have reasonably determined in good faith determines (which determination shall be final and conclusive and binding upon all parties hereto)absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, on or (ii) the Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Term SOFR for any requested Interest Rate Reset Date Period with respect to any LIBOR Rate Loans, that by reason of circumstances affecting a proposed SOFR Loan does not adequately and fairly reflect the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable cost to such LIBOR Rate Loans on Lenders of funding such Loan, and the basis Required Lenders have provided for in notice of such determination to the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”)Administrative Agent, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (or with respect to clause (a)(ii), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such determinationnotice, whereupon (i) no the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans may (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be made as LIBOR deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans until such time as in the Administrative Agent notifies the Borrower amount specified therein and the Lenders that the circumstances giving rise to such notice no longer exist, (ii) all then-existing any outstanding affected SOFR Loans shall convert automatically will be deemed to have been converted into Base Rate Loans at the end of the then-applicable Interest Period if Period. Upon any such circumstances still exist at such timeconversion, (iii) the Borrower shall have also pay accrued interest on the right amount so converted, together with any additional amounts required pursuant to rescind any Funding Notice previously given by the Borrower with respect Section 2.17(c). Subject to Section 2.22, if Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans in respect of which such determination was made shall be determined by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent without reference to clause (c) of such rescission on the date on which definition of “Base Rate” until the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following revokes such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Period.

Inability to Determine Applicable Interest Rate. In the event that IfUnless and until a Benchmark Replacement is implemented in accordance with subsection 2.6H, if with respect to any Interest Period: (i) the Administrative Agent shall have reasonably determined determines that, or the Requisite Lenders determine and advise the Administrative Agent that, deposits in good faith Dollars (in the applicable amounts) are not being offered in the London interbank eurodollar market for such Interest Period; or (ii) the Administrative Agent otherwise determines, or the Requisite Lenders determine and advise the Administrative Agent (which determination shall be final binding and CHAR1\1732468v1CHAR1\1735441v5 conclusive and binding upon on all parties heretoparties), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank eurodollar market adequate and fair reasonable means do not exist for ascertaining the applicable Eurodollar Rate; or (iii) the Administrative Agent determines, or the Requisite Lenders determine and advise the Administrative Agent, that the Eurodollar Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to the Lenders of maintaining or funding a Eurodollar Rate Loan or a Base Rate Loan as to which the interest rate applicable is determined by reference to the Eurodollar Rate for such LIBOR Interest Period, or that the making or funding of Eurodollar Rate Loans on Loan or a Base Rate Loan as to which the basis provided for interest rate is determined by reference to the Eurodollar Rate has become impracticable as a result of an event occurring after the date of this Agreement which in the definition opinion of Adjusted LIBOR Rate (“LIBOR Unavailability”), such Lenders materially affects such Loans; then the Administrative Agent shall on such date give notice promptly notify the affected parties and (by telefacsimile or by telephone confirmed A) in writing) to the Borrower and event of any occurrence described in the Lenders of such determination, whereupon foregoing clause (i) no Loans may be made as LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have enter into good faith negotiations with each affected Lender in order to determine an alternate method to determine the right Eurodollar Rate for such Lender, and during the pendency of such negotiations with any Lender, such Lender shall be under no obligation to rescind make any Funding Notice previously given new Eurodollar Rate Loan or a Base Rate Loan as to which the interest rate is determined by the Borrower with respect reference to the Loans Eurodollar Rate, and (B) in respect the event of any occurrence described in the foregoing clauses (ii) or (iii), for so long as such circumstances shall continue, no Lender shall be under any obligation to make any new Eurodollar Rate Loan or a Base Rate Loan as to which such determination was made the interest rate is determined by giving notice (by telefacsimile or by telephone confirmed in writing) reference to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest PeriodEurodollar Rate.

Inability to Determine Applicable Interest Rate. In If prior to the event that commencement of any Interest Period or BA Equivalent Interest Period for a LIBOR Loan or BA Equivalent Loan: (a) the Administrative Agent shall have reasonably determined in good faith determines (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, absent manifest error) that by reason of circumstances affecting the London interbank market adequate and fair reasonable means do not exist for ascertaining the interest rate applicable LIBOR Rate or BA Rate for such Interest Period or BA Equivalent Interest Period; or (b) the Agent is advised by Lenders whose Pro Rata Shares (in the context solely of the U.S. Credit Facilities or the Canadian Credit Facilities, as applicable) aggregate more than 50% that the LIBOR Rate or BA Rate for such Interest Period or BA Equivalent Interest Period, as applicable, will not adequately and fairly reflect the cost to such LIBOR Rate Lenders of making or maintaining such Loans on the basis provided included for in the definition such Interest Period or BA Equivalent Interest Period (each of Adjusted LIBOR Rate clause (a) and (b), a “LIBOR UnavailabilityMarket Disruption Event”), ; then the Administrative Agent shall on such date promptly give notice (by telefacsimile or by telephone confirmed in writing) thereof to the Borrower Borrowers’ Agent and the applicable Lenders of such determinationby telephone, whereupon (i) no Loans may be made facsimile transmission or PDF attachment to an e-mail or other electronic communications as LIBOR Rate Loans promptly as practicable thereafter and, until such time as the Administrative Agent notifies the Borrower Borrowers’ Agent and the Lenders that the circumstances giving rise to such notice no longer exist, (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously given by the Borrower with respect to the Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (ivi) any Loans made during Notice of Continuation/Conversion that requests the conversion of any applicable Loan to, or continuation of any such period Loan as, a LIBOR Loan or a BA Equivalent Loan shall be made as Base Rate Loans. At ineffective and such time as the Administrative Agent Loan shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has endedbe converted to or continued as, on the first last day of the Interest Period next following such determinationor BA Equivalent Interest Period applicable thereto, all a Base Rate Loans carried Loan or a Canadian Prime Rate Loan, respectively, and (ii) if any Notice of Borrowing requests a LIBOR Loan or a BA Equivalent Loan, such Loan shall be made as a Base Rate Loan or a Canadian Prime Rate Loan, respectively. Upon receipt of such notice, the Borrowers may revoke any Notice of Borrowing or Notice of Continuation/Conversion then submitted by them. During any period in which a Market Disruption Event is in effect, the Borrowers’ Agent may request that the Agent or the Lenders whose Pro Rata Shares (in the context solely of the U.S. Credit Facilities or the Canadian Credit Facilities, as a consequence of applicable) aggregate more than 50%, as applicable, confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) the Borrowers’ Agent shall not be permitted to submit any such request more than once in any 30-day period and (B) nothing contained in this Section 2.12(a) shall automatically convert 5.5 or the failure to LIBOR Rate Loans having an initial Interest Period commencing on provide confirmation of the first day continued effectiveness of such Interest PeriodMarket Disruption Event shall in any way affect the Agent’s right or the right of the applicable Lenders to provide any additional notices of a Market Disruption Event as provided in this Section 5.5. If the Agent or such Lenders, as applicable, have not confirmed within ten (10) Business Days after request of such confirmation from the Borrowers’ Agent that a Market Disruption Event has occurred, then such Market Disruption Event shall be deemed to be no longer existing.

Inability to Determine Applicable Interest Rate. In If prior to the event that commencement of any Interest Period for a Eurocurrency Rate Loan or Bankers’ Acceptance Loan: (i) the Administrative Agent shall have reasonably determined in good faith determines (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, absent manifest error) that by reason of circumstances affecting the London interbank market adequate and fair reasonable means do not exist for ascertaining the interest rate applicable Adjusted LIBOR or BA Rate for such Interest Period or BA Period; or (ii) the Administrative Agent is advised by the Requisite Lenders that the Adjusted LIBOR or the BA Rate, as applicable, for such Interest Period or BA Period will not adequately and fairly reflect the cost to such LIBOR Rate Lenders of making or maintaining such Loans on the basis provided included for in the definition such Interest Period or BA Period (each of Adjusted LIBOR Rate clause (a) and (b), a “LIBOR UnavailabilityMarket Disruption Event”), ; then the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) thereof to the Borrower and the applicable Lenders of such determinationby telephone, whereupon (i) no Loans may be made facsimile transmission or PDF attachment to an e-mail as LIBOR Rate Loans promptly as practicable thereafter and, until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (iii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously given that requests the conversion of any applicable Loan to, or continuation of any such Loan as, a Eurocurrency Rate Loan or Bankers’ Acceptance Loan may be revoked by the Borrower with respect or, failing revocation, shall be ineffective and such Eurocurrency Rate Loan or Bankers’ Acceptance Loan shall be converted to (x) in the Loans case of any Dollar- denominated Borrowing, a Base Rate Borrowing in respect Dollars, (y) in the case of which such determination was made by giving notice Canadian Dollar-denominated Borrowing, a Canadian Prime Rate Borrowing in Canadian Dollars or (by telefacsimile or by telephone confirmed z) in writing) to the Administrative Agent case of such rescission a Borrowing denominated in a Designated Foreign Currency other than Canadian Dollars, a Borrowing in the applicable currency bearing interest at the Designated Foreign Currency Alternate Rate, in each case on the date on which the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first last day of the Interest Period next following or BA Period applicable thereto. During any period in which a Market Disruption Event is in effect, the Borrower may request that the Administrative Agent or the Requisite Lenders, as applicable, to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) the Borrower shall not be permitted to submit any such determination, all Base Rate Loans carried by the Lenders as a consequence of request more than once in any [REDACTED – Time Period] period and (B) nothing contained in this Section 2.12(a) shall automatically convert 2.15 or the failure to LIBOR Rate Loans having an initial Interest Period commencing on provide confirmation of the first day continued effectiveness of such Interest PeriodMarket Disruption Event shall in any way affect the Administrative Agent’s or Requisite Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.15. If the Administrative Agent or Requisite Lenders, as applicable, have not confirmed within 10 Business Days after request of such report from the Borrower that a Market Disruption Event has occurred, then such Market Disruption Event shall be deemed to be no longer existing.

Inability to Determine Applicable Interest Rate. In Notwithstanding anything to the contrary in this Agreement or any Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 3.1), in the event that the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Determination Date with respect to any LIBOR Rate SOFR Loans, that by reason of circumstances affecting the London interbank market reasonable and adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate SOFR Loans on the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”)SOFR or Term SOFR, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and the Lenders each Lender of such determination, whereupon (i) no Loans may be CHAR1\1982293v2 made as LIBOR Rate as, or converted to, SOFR Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by giving notice the Borrower and (by telefacsimile iii) all such Loans described in clause (ii) hereof shall be automatically made or by telephone confirmed continued as, or converted to, as applicable, Base Rate Loans on the last day of the then current Interest Period applicable thereto without reference to the Term SOFR component of the Base Rate, unless the Borrower prepays such Loans in writingaccordance with this Agreement. If the circumstances described in this Section 3.1(a) occur but only with respect to limited, but not all, tenors of the then applicable term rate Benchmark (including Term SOFR), then (x) the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such rescission time to remove such illegal or impracticable tenor and (y) if a tenor that was removed pursuant to clause (x) of this sentence is subsequently displayed on the date on which a screen or information service for a Benchmark, then the Administrative Agent gives notice may modify the definition of its determination as described above and “Interest Period” (ivor any similar or analogous definition) any Loans made during such period shall be made as Base Rate Loans. At for all Benchmark settings at or after such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following to reinstate such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Periodpreviously removed tenor.

Inability to Determine Applicable Interest Rate. In (i) If prior to the event that commencement of any Interest Period for a Eurodollar Rate Borrowing of any Class: (A) the Administrative Agent shall have reasonably determined in good faith determines (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, absent manifest error) that by reason of circumstances affecting the London interbank market adequate and fair reasonable means do not exist for ascertaining the interest rate applicable Adjusted Eurodollar Rate for such Interest Period; or (B) the Administrative Agent is notified in writing by a Majority in Interest of the Lenders of such Class that the Adjusted Eurodollar Rate for such Interest Period will not adequately and fairly reflect the cost to such LIBOR Lenders of making or maintaining their Loans included in such Eurodollar Rate Loans on the basis provided Borrowing for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”), such Interest Period; then the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writingwhich may be telephonic) thereof to the Borrower and the Lenders of such determinationas promptly as practicable, whereupon whereupon, (ix) no Loans of such Class may be made as LIBOR as, or converted to, Eurodollar Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (iiy) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loansdeemed rescinded by the Borrower. At such time as the The Administrative Agent shall promptly notify the Borrower and the Lenders when such circumstances no longer exist. (ii) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any period of LIBOR Unavailability has ended, on (x) the first day circumstances set forth in Section 2.17(a)(i)(A) have arisen (including because the rate described in clause (a) of the definition of “Adjusted Eurodollar Rate” is not available or published on a current basis) and such circumstances are unlikely to be temporary or (y) the circumstances set forth in Section 2.17(a)(i)(A) have not arisen but the supervisor for the administrator of the rate described in clause (a) of the definition of “Adjusted Eurodollar Rate” or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the rate described in clause (a) of the definition of “Adjusted Eurodollar Rate” no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Adjusted Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans denominated in Dollars in the United States at such time, and the Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Rate); provided that if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for all purposes of this Agreement. Such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date a copy of such amendment is provided to the Lenders, a written notice from the Requisite Lenders stating that the Requisite Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this paragraph (but, in the case of the circumstances described in clause (y) above, only to the extent the rate described in clause (a) of the definition of “Adjusted Eurodollar Rate” for such Interest Period next following is not available or published at such determinationtime on a current basis), all Base (1) no Loans of any Class may be made as, or converted to, Eurodollar Rate Loans carried and (2) any Funding Notice or Conversion/Continuation Notice given by the Lenders as a consequence of this Section 2.12(a) Borrower requesting the making of, or conversion to or continuation of, any Eurodollar Rate Borrowing shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on be deemed rescinded by the first day of such Interest PeriodBorrower.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Determination Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank LIBOR market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”)Rate, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and the Lenders each Lender of such determination, whereupon (i) no Loans may be made as as, or converted to, LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, exist and (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously given by the Borrower with respect to any Notice of Borrowing or Notice of Continuation given by Borrower in connection with the Loans in respect of which such determination was made made, Borrower shall have the option, subject to the provisions of subsection 2.6D, to rescind such Notice of Borrowing or Notice of Continuation as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its such determination as described above and (iv) any Loans made during above; provided that if no such period notice of rescission is given by Borrower, such Notice of Borrowing or Notice of Continuation, shall be made as deemed to be a request to borrow, or to convert LIBOR Rate Loans to, Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Period.

Inability to Determine Applicable Interest Rate. In Notwithstanding anything to the contrary in this Agreement or any Loan Document, in the event that the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Determination Date with respect to any LIBOR Term SOFR Rate Loans, that by reason of circumstances affecting the London interbank market reasonable and adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Term SOFR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”)SOFR or Term SOFR, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and the Lenders each Lender of such determination, whereupon (i) no Loans may be made as LIBOR as, or converted to, Term SOFR Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify deemed to be rescinded by the Borrower and the Lenders that any period of LIBOR Unavailability has ended(iii) all such Loans described in clause (ii) hereof shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans on the first last day of the then current Interest Period next following applicable thereto without reference to the Adjusted Term SOFR Rate component of the Base Rate, unless the Borrower prepays such determinationLoans in accordance with this Agreement. If the circumstances described in this Section 3.1(a) occur but only with respect to limited, all Base Rate Loans carried by but not all, tenors of the Lenders as then applicable term rate Benchmark (including Term SOFR), then (x) the Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such illegal or impracticable tenor and (y) if a consequence tenor that was removed pursuant to clause (x) of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing sentence is subsequently displayed on a screen or information service for a Benchmark, then the first day Agent may modify the definition of such “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

Inability to Determine Applicable Interest Rate. In Subject to Section 2.12, if, on or prior to the event that first day of any Interest Period for any SOFR Loan: (i) the Administrative Agent shall have reasonably determined in good faith determines (which determination shall be final and conclusive and binding upon all parties hereto)absent manifest error but shall be made only after consultation with the Borrower) that Adjusted Term SOFR cannot be determined pursuant to the definition thereof, on or (ii) the Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Rate Reset Date Period with respect to any LIBOR Rate Loans, that by reason of circumstances affecting a proposed SOFR Loan does not adequately and fairly reflect the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable cost to such LIBOR Rate Loans on Lenders of making and maintaining such Loan (which determination shall be conclusive and binding absent manifest error but shall be made only after consultation with the basis Borrower and the Administrative Agent), and the Required Lenders have provided for in notice of such determination to the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”)Administrative Agent and the Borrower, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to will promptly so notify the Borrower and the Lenders of such determination, whereupon (i) no Loans may be made as LIBOR Rate Loans until such time as each Lender. Upon notice thereof by the Administrative Agent notifies to the Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower and to continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the Lenders that extent of the circumstances giving rise affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Lenders) revokes such notice no longer existnotice. Upon receipt of such notice, (iiA) all then-existing the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans shall convert automatically (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the 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 then-applicable Interest Period if Period. Upon any such circumstances still exist at such timeconversion, (iii) the Borrower shall have also pay accrued interest on the right amount so converted, together with any additional amounts required pursuant to rescind Section 2.15(c). Subject to Section 2.12, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error but shall be made only after consultation with the Borrower) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any Funding Notice previously given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination. Notwithstanding anything to the contrary set forth herein, any consultation with the Borrower pursuant to the foregoing provisions of this Section 2.15(a) shall not be required with respect to the Loans in respect of which such any determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (iv) to whether any Loans made during such period shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Periodmarket practice or convention is administratively feasible.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Determination Date with respect to any LIBOR Fixed Rate Loans, that by reason of circumstances arising after the Restatement Effective Date affecting the London or Toronto interbank market market, adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Reserve Adjusted LIBOR Eurodollar Rate (“LIBOR Unavailability”)or CDOR Rate, as the case may be, such Administrative Agent shall on such date give notice (by telefacsimile telecopy or by telephone confirmed in writing) to the Borrower Borrowers and the Lenders each Lender of such determination, whereupon (i) no Loans may be made as LIBOR or continued as, or converted to, Fixed Rate Loans in the applicable currency, until such time as the Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, exist (such notification not to be unreasonably withheld or delayed) and (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end any Notice of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Borrowing or Notice previously of Conversion/Continuation given by the a Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by giving notice (by telefacsimile or by telephone confirmed in writing) the Borrowers; provided, however, that, at the option of the Borrowers, any such Notice of Borrowing may be re-submitted to the Administrative Agent indicating that the Borrowers are electing a Daily Rate Loan, which Loan shall be funded not later than one Business Day after the date of such rescission on the date on which the Administrative Agent gives notice Daily Rate Loan Notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Borrowing in accordance with Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Period.2.1B.

Inability to Determine Applicable Interest Rate. In Subject to Section 2.14(f), if, on or prior to the event first day of any Interest Period for any Loan, the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Term SOFR cannot be determined pursuant to the definition thereof, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, any obligation of the Lenders to make or maintain SOFR Loans, and any right of the Borrower to continue SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrower 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 affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Loans bearing interest at a rate determined by reference to the Temporary Replacement Rate in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Loans bearing interest at a rate determined by reference to the Temporary Replacement Rate at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 2.14(c). (A) Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair reasonable means do not exist for ascertaining the interest rate Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period; or (B) the Administrative Agent is advised by the Requisite Lenders that the Eurodollar Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such LIBOR Rate Lenders (or Lender) of making or maintaining their Loans on the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”), the such Interest Period; then Administrative Agent shall on such date give notice (by telefacsimile facsimile or by telephone confirmed in writing) to the Borrower and the Lenders each Lender of such determination, whereupon (ix) no Loans may be made as LIBOR or converted to Eurodollar Rate Loans, and the Loans shall be made as or converted to Base Rate Loans on the first day of the Interest Period immediately following such Interest Rate Determination Date, in each case until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (iiy) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by giving notice (by telefacsimile or by telephone confirmed in writing) to Borrower. If at any time the Administrative Agent determines (which determination shall be final and conclusive and binding upon all parties hereto) that (A) the circumstances set forth in clause (a)(i)(A) have arisen and such circumstances are unlikely to be temporary or (B) the circumstances set forth in clause (a)(i)(A) have not arisen but the supervisor for the administrator of such rescission on the date on which Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar Rate that gives notice due consideration to the then prevailing market convention for determining a rate of its determination interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as described above and may be applicable (iv) provided such other changes shall not include any Loans made during amendment to the definition of “Applicable Margin”); provided that, if such period alternate rate of interest shall be made as Base Rate Loansless than 0.00%, such rate shall be deemed to be 0.00% for the purposes of this Agreement. At Notwithstanding anything to the contrary in Section 10.05, such time amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall notify not have received, within five Business Days of the Borrower date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Requisite Class Lenders of each Class stating that such Requisite Class Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (a)(ii) (but, in the case of the circumstances described in clause (B) of the first sentence of this Section 2.14(a)(ii), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) no Loans may be made as or converted to Eurodollar Rate Loans, and the Lenders that any period of LIBOR Unavailability has ended, Loans shall be made as or converted to Base Rate Loans on the first day of the Interest Period next immediately following an Interest Rate Determination Date, and (y) any Funding Notice or Conversion/Continuation Notice given by Borrower with respect to the Loans in respect of which such determination, all Base Rate Loans carried determination was made shall be deemed to be rescinded by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest PeriodBorrower.

Inability to Determine Applicable Interest Rate. In (i) If prior to the event that commencement of any Interest Period for a Eurodollar Rate Borrowing of any Class: (A) the Administrative Agent shall have reasonably determined in good faith determines (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, absent manifest error) that by reason of circumstances affecting the London interbank market adequate and fair reasonable means do not exist for ascertaining the interest rate applicable Adjusted Eurodollar Rate for such Interest Period; or (B) the Administrative Agent is advised by a Majority in Interest of the Lenders of such Class that the Adjusted Eurodollar Rate for such Interest Period will not adequately and fairly reflect the cost to such LIBOR Lenders of making or maintaining their Loans included in such Eurodollar Rate Loans on the basis provided Borrowing for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”), such Interest Period; then the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writingwhich may be telephonic) thereof to the Borrower and the Lenders of such determinationas promptly as practicable, whereupon whereupon, (ix) no Loans of such Class may be made as LIBOR as, or converted to, Eurodollar Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, exist and (iiy) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loansdeemed rescinded by the Borrower. At such time as the The Administrative Agent shall promptly notify the Borrower and the Lenders when such circumstances no longer exist. (ii) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any period of LIBOR Unavailability has ended, on (x) the first day circumstances set forth in Section 2.17(a)(i)(A) have arisen (including because the rate described in clause (a) of the definition of “Adjusted Eurodollar Rate” is not available or published on a current basis) and such circumstances are unlikely to be temporary or (y) the circumstances set forth in Section 2.17(a)(i)(A) have not arisen but either (1) the supervisor for the administrator of the rate described in clause (a) of the definition of “Adjusted Eurodollar Rate” has made a public statement that the administrator of such rate is insolvent (and there is no successor administrator that will continue publication of such rate), (2) the administrator of the rate described in clause (a) of the definition of “Adjusted Eurodollar Rate” has made a public statement identifying a specific date after which such rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of such rate), (3) the supervisor for the administrator of the rate described in clause (a) of the definition of “Adjusted Eurodollar Rate” has made a public statement identifying a specific date after which such rate will permanently or indefinitely cease to be published or (4) the supervisor for the administrator of the rate described in clause (a) of the definition of “Adjusted Eurodollar Rate” or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which such rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Adjusted Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans denominated in Dollars in the United States at such time, and the Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Rate); provided that if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for all purposes of this Agreement. Such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date a copy of such amendment is provided to the Lenders, a written notice from the Requisite Lenders stating that the Requisite Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this paragraph (but, in the case of the circumstances described in clause (y) above, only to the extent the rate described in clause (a) of the definition of “Adjusted Eurodollar Rate” for such Interest Period next following is not available or published at such determinationtime on a current basis), all Base (1) no Loans of any Class may be made as, or converted to, Eurodollar Rate Loans carried and (2) any Funding Notice or Conversion/Continuation Notice given by the Lenders as a consequence of this Section 2.12(a) Borrower requesting the making of, or conversion to or continuation of, any Eurodollar Rate Borrowing shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on be deemed rescinded by the first day of such Interest PeriodBorrower.

Inability to Determine Applicable Interest Rate. (i) In the event that the Administrative Agent Bank shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Determination Date with respect to any LIBOR Rate LoansAdvance, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans Advance on the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”)LIBOR, the Administrative Agent Bank shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Lead Borrower and the Lenders of such determination, whereupon (iA) no Loans Advances may be made as as, or converted to, LIBOR Rate Loans Advances until such time as the Administrative Agent Bank notifies the Lead Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (iiB) all then-existing Loans shall convert automatically to Base Rate Loans at the end any Notice of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Borrowing or Notice previously of Conversion/Continuation given by the Lead Borrower with respect to the Loans LIBOR Advances in respect of which such determination was made shall be deemed to be Prime Rate Advances unless such Notice of Borrowing or Notice of Conversion/Continuation shall be rescinded by Lead Borrower in writing within one (1) Business Day of Bank’s giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its inability to determine the applicable interest rate for LIBOR Advances pursuant to this Section 1.11(b)(i). (ii) If at any time Bank determines (which determination as described above shall be conclusive absent manifest error) that (A) the circumstances set forth in Section 1.11(b)(i) have arisen and such circumstances are unlikely to be temporary; or (ivB) the circumstances set forth in Section 1.11(b)(i) have not arisen but the supervisor for the administrator of the LIBOR reporting system or a Governmental Authority having jurisdiction over Bank has made a public statement announcing that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, or that LIBOR is no longer representative, then Bank shall determine an alternate rate of interest to LIBOR and a spread adjustment mechanism that gives due consideration to (1) any Loans selection or recommendation of a replacement rate or the mechanism for determining such a rate or spread adjustment mechanism by the Federal Reserve Board of Governors and/or a committee officially endorsed or convened by the Federal Reserve Board of Governors, or any successor thereto and/or (2) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to LIBOR for similarly situated loans in the United States at such time, and Bank shall amend this Agreement to reflect such alternate rate of interest, such spread adjustment, and such other related changes to this Agreement as may be applicable; provided that if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Bank shall provide Lead Borrower with notice of such amendment. Notwithstanding anything to the contrary in Section 11.6, such amendment shall Loan Document, any amendments implementing such Conforming Changes will become effective at 5:00 p.m. Eastern time on the tenth (10th) Business Day after Bank has provided such amendment to Lead Borrower without any further action or consent of Lead Borrower, so long as Bank has not received, by such time, written notice of objection to such amendment from Lead Borrower. In the event that Lead Borrower objects to such amendment, Bank and Lead Borrower shall endeavor to agree on an alternate rate of interest that is mutually acceptable. Until an alternate rate of interest shall be determined in accordance with this Section 1.11(b)(ii) (but in the case of the circumstances described in clause (B) of the first sentence of this Section 1.11(b)(ii), only to the extent that LIBOR for such Interest Period is not available or published at such time on a current basis), (x) any LIBOR Advances requested to be made during such period shall be made as Base Prime Rate Loans. At such time as the Administrative Agent Advances, and (y) any outstanding LIBOR Advances shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has endedbe converted, on the first last day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such then-current Interest Period, to Prime Rate Advances.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have reasonably determined in good faith (i) If Aron determines (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, absent manifest error) that by reason of circumstances affecting the London interbank market adequate and fair reasonable means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”)LIBOR, the Administrative Agent then Aron shall on such date give notice (by telefacsimile or by telephone confirmed in writingwhich may be telephonic) thereof to the Borrower and the Lenders of such determinationCompany as promptly as practicable, whereupon whereupon, (ix) no Loans Incremental Discretionary Draw Amount may be made as LIBOR Rate Loans until such time as the Administrative Agent Aron notifies the Borrower and the Lenders Company that the circumstances giving rise to such notice no longer exist, (iiy) all then-existing Loans for the Discretionary Draw Advance then outstanding and any fees payable under this Agreement, the Parties shall convert automatically endeavor to Base Rate Loans at establish an alternate benchmark rate to LIBOR that gives due consideration to the end of then prevailing market convention for determining a benchmark rate for syndicated loans denominated in Dollars in the then-applicable Interest Period if such circumstances still exist United States at such time, and Aron and the Company shall enter into an amendment to this Agreement to reflect such alternate benchmark rate and such other related changes to this Agreement as may be applicable; provided that if such alternate benchmark rate shall be less than zero, such rate shall be deemed to be zero for all purposes of this Agreement and (iiiz) any request by the Company for an Incremental Discretionary Draw Amount pursuant to a Discretionary Draw Election Report shall be deemed rescinded by the Company. Aron shall promptly notify the Company when such circumstances that led to its notice pursuant to this Section 11.14(a)(i) no longer exist. (ii) If at any time Aron determines (which determination shall be conclusive absent manifest error) that (x) the Borrower circumstances set forth in Section 11.14(a)(i) have arisen (including because the rate described in the first sentence of the definition of “LIBOR” is not available or published on a current basis) and such circumstances are unlikely to be temporary or (y) the circumstances set forth in Section 11.14(a)(i) have not arisen but either (1) the supervisor for the administrator of the rate described in the first sentence of the definition of “LIBOR” has made a public statement that the administrator of such rate is insolvent (and there is no successor administrator that will continue publication of such rate), (2) the administrator of the rate described in the first sentence of the definition of “LIBOR” has made a public statement identifying a specific date after which such rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of such rate), (3) the supervisor for the administrator of the rate described in the first sentence of the definition of “LIBOR” has made a public statement identifying a specific date after which such rate will permanently or indefinitely cease to be published or (4) the supervisor for the administrator of the rate described in the first sentence of the definition of “LIBOR” or a Governmental Authority having jurisdiction over Aron has made a public statement identifying a specific date after which the rate described in the first sentence of the definition of “LIBOR” will no longer be used for determining interest rates for loans, then Aron and the Company shall have the right endeavor to rescind any Funding Notice previously given by the Borrower with respect establish an alternate benchmark rate to LIBOR that gives due consideration to the Loans then prevailing market convention for determining a benchmark rate for syndicated loans denominated in respect Dollars in the United States at such time, and Aron and the Company shall enter into an amendment to this Agreement to reflect such alternate benchmark rate and such other related changes to this Agreement as may be applicable (but for the avoidance of which doubt, such determination was made by giving notice related changes shall not include a reduction of the Applicable Spread); provided that if such alternate benchmark rate shall be less than zero, such rate shall be deemed to be zero for all purposes of this Agreement. Until an alternate benchmark rate shall be determined in accordance with this paragraph (by telefacsimile or by telephone confirmed but, in writingthe case of the circumstances described in clause (y) above, only to the Administrative Agent extent the rate described in the first sentence of the definition of “LIBOR” is not available or published at such rescission time on a current basis), all references to “LIBOR” in this Agreement and the date on which the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period other Transaction Documents shall be made deemed references to “Wall Street Journal Prime Rate” as Base Rate Loans. At such time as published and defined in the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest PeriodWall Street Journal.

Inability to Determine Applicable Interest Rate. (i) In the event that the Administrative Agent Bank shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Determination Date with respect to any LIBOR Rate LoansAdvance, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans Advance on the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”)LIBOR, the Administrative Agent Bank shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Lead Borrower and the Lenders of such determination, whereupon (iA) no Loans Advances may be made as as, or converted to, LIBOR Rate Loans Advances until such time as the Administrative Agent Bank notifies the Lead Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (iiB) all then-existing Loans shall convert automatically to Base Rate Loans at the end any Notice of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Borrowing or Notice previously of Conversion/Continuation given by the Lead Borrower with respect to the Loans LIBOR Advances in respect of which such determination was made shall be deemed to be Prime Rate Advances unless such Notice of Borrowing or Notice of Conversion/Continuation shall be rescinded by Lead Borrower in writing within one (1) Business Day of Bank’s giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its inability to determine the applicable interest rate for LIBOR Advances pursuant to this Section 1.11(b)(i). (ii) If at any time Bank determines (which determination as described above shall be conclusive absent manifest error) that (A) the circumstances set forth in Section 1.11(b)(i) have arisen and such circumstances are unlikely to be temporary; or (ivB) the circumstances set forth in Section 1.11(b)(i) have not arisen but the supervisor for the administrator of the LIBOR reporting system or a Governmental Authority having jurisdiction over Bank has made a public statement announcing that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, or that LIBOR is no longer representative, then Bank shall determine an alternate rate of interest to LIBOR and a spread adjustment mechanism that gives due consideration to (1) any Loans selection or recommendation of a replacement rate or the mechanism for determining such a rate or spread adjustment mechanism by the Federal Reserve Board of Governors and/or a committee officially endorsed or convened by the Federal Reserve Board of Governors, or any successor thereto and/or (2) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to LIBOR for similarly situated loans in the United States at such time, and Bank shall amend this Agreement to reflect such alternate rate of interest, such spread adjustment, and such other related changes to this Agreement as may be applicable; provided that if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Bank shall provide Lead Borrower with notice of such amendment. Notwithstanding anything to the contrary in Section 11.6, such amendment shall become effective at 5:00 p.m. Eastern time on the tenth (10th) Business Day after Bank has provided such amendment to Lead Borrower without any further action or consent of Lead Borrower, so long as Bank has not received, by such time, written notice of objection to such amendment from Lead Borrower. In the event that Lead Borrower objects to such amendment, Bank and Lead Borrower shall endeavor to agree on an alternate rate of interest that is mutually acceptable. Until an alternate rate of interest shall be determined in accordance with this Section 1.11(b)(ii) (but in the case of the circumstances described in clause (B) of the first sentence of this Section 1.11(b)(ii), only to the extent that LIBOR for such Interest Period is not available or published at such time on a current basis), (x) any LIBOR Advances requested to be made during such period shall be made as Base Prime Rate Loans. At such time as the Administrative Agent Advances, and (y) any outstanding LIBOR Advances shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has endedbe converted, on the first last day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such then-current Interest Period, to Prime Rate Advances.

Inability to Determine Applicable Interest Rate. In the event that the If with respect to any Interest Period: (i) Administrative Agent shall have reasonably determined determines that, or the Requisite Lenders determine and advise Administrative Agent that, deposits in good faith Dollars (in the applicable amounts) are not being offered in the London interbank eurodollar market for such Interest Period; or (ii) Administrative Agent otherwise determines, or the Requisite Lenders determine and advise Administrative Agent (which determination shall be final binding and conclusive and binding upon on all parties heretoparties), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank eurodollar market adequate and fair reasonable means do not exist for ascertaining the applicable Eurodollar Rate; or (iii) Administrative Agent determines, or the Requisite Lenders determine and advise Administrative Agent, that the Eurodollar Rate as determined by Administrative Agent will not adequately and fairly reflect the cost to the Lenders of maintaining or funding a Eurodollar Rate Loan for such Interest Period or a Base Rate Loan or Swing Line Loan as to which the interest rate is determined by reference to the Eurodollar Rate, or that the making or funding of Eurodollar Rate Loan or a Base Rate Loan or Swing Line Loan as to which the interest rate is determined by reference to the Eurodollar Rate 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 promptly notify the affected parties and (A) in the event of any occurrence described in the foregoing clause (i) Company shall enter into good faith negotiations with each affected Lender in order to determine an alternate method to determine the Eurodollar Rate for such Lender, and during the pendency of such negotiations with any Lender, such Lender shall be under no obligation to make any new Eurodollar Rate Loan and the interest rate applicable to such LIBOR each Base Rate Loans on Loan and Swing Line Loan shall be determined without reference to the basis provided for Eurodollar Rate, and (B) in the definition event of Adjusted LIBOR Rate (“LIBOR Unavailability”), any occurrence described in the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and the Lenders of such determination, whereupon (i) no Loans may be made as LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, foregoing clauses (ii) all then-existing Loans or (iii), for so long as such circumstances shall convert automatically continue, no Lender shall be under any obligation to make any new Eurodollar Rate Loan and the interest rate applicable to each Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower Loan and Swing Line Loan shall have the right to rescind any Funding Notice previously given by the Borrower with respect be determined without reference to the Loans in respect Eurodollar Rate. C. Illegality or Impracticability of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Eurodollar Rate Loans. At such time as In the Administrative Agent event that on any date any Lender shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) have determined (which determination shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Period.be conclusive and

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Determination Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Eurodollar Rate (“LIBOR Unavailability”)and/or the definition of LIBO Rate Loan, the respectively, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower Borrowers and the Lenders each Lender of such determination, whereupon (i) in the case of Eurodollar Rate Loans (a) (i) no Loans may be made as LIBOR as, or converted to, Eurodollar Rate Loans until such time as the Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, exist and (iib) all then-existing Loans shall convert automatically to Base Rate Loans at the end any Notice of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Borrowing or Notice previously of Conversion/Continuation given by the any Borrower with respect to the Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) shall be deemed to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above be for a Base Rate Loan and (ivii) any Loans made during such period shall be made as Base in the case of LIBO Rate Loans. At such time as , (a) upon the Administrative Agent shall notify the Borrower and the Lenders that expiration of any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following in effect at the time for any LIBO Rate Loans, such determination, all LIBO Rate Loans shall thereupon be converted at the Spot Rate into Base Rate Loans carried denominated in Dollars and (b) any Notice of Borrowing given by Offshore Borrower with respect to any LIBO Rate Loans, shall be deemed to be for an Offshore Revolving Loan denominated in Dollars at the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest PeriodBase Rate.

Inability to Determine Applicable Interest Rate. In If prior to the event that the commencement of any Interest Period for any amounts outstanding hereunder, (i) Administrative Agent shall have reasonably determined in good faith determines (which determination shall be final and conclusive and binding upon to all parties hereto)parties) that, on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank market adequate Eurodollar market, “LIBOR” cannot be determined pursuant to the definitions thereof, or (ii) the Requisite Lenders reasonably determine and fair means do notify Administrative Agent in writing that LIBOR for such Interest Period will not exist adequately reflect the cost to each such Lender of making or maintaining their pro rata share of the Loans for ascertaining such Interest Period, then Administrative Agent shall give written notice (the “Rate Determination Notice”) thereof to Borrower and Xxxxxxx, detailing the circumstances which gave rise to the use of the alternate rate of interest rate applicable to (by telefacsimile or e-mail). If such LIBOR notice is given by Requisite Lenders, during the 30 day period following such Rate Loans on Determination Notice (the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR UnavailabilityNegotiation Period”), the Requisite Lenders that notified Administrative Agent and Borrower shall on negotiate in good faith with a view to agreeing upon a substitute interest rate basis for their pro rata share of the Loans that shall reflect the cost to such date give Lenders of funding their pro rata share of the Loans from alternative sources (the “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation Period, upon written notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such Substitute Basis, such Substitute Basis shall apply with respect to the Borrower and pro rata share of the Lenders Loans of such determinationRequisite Lenders in lieu of LIBOR to all Interest Periods commencing on or after the first day of the applicable Interest Period, whereupon (i) no Loans may be made as LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice have ceased to apply and such Requisite Lenders have notified Administrative Agent in writing that such Substitute Basis should no longer existapply in lieu of LIBOR. If a Substitute Basis is not agreed upon during the Negotiation Period, (ii) all then-existing Loans shall convert automatically Borrower may elect to Base Rate Loans at prepay the end Requisite Lenders’ pro rata share of the then-applicable Loans pursuant to Section 2.9(a); provided, however, that if Borrower does not elect so to prepay, each of the Requisite Lenders shall reasonably determine (and shall certify from time to time in a certificate delivered by such Lenders to Administrative Agent and Borrower setting forth in reasonable detail the basis of the computation of such amount) the per annum rate basis reflecting the cost to such Requisite Lenders of funding their pro rata share of the Loans for the Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously given by the Borrower with respect to the Loans in respect of which such determination was made by giving notice (by telefacsimile commencing on or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on after the first day of the applicable Interest Period next following Period, until the circumstances giving rise to such determinationnotice have ceased to apply, all Base Rate Loans carried by and the Requisite Lenders as a consequence have notified Administrative Agent that such Substitute Basis should no longer apply in lieu of this Section 2.12(a) LIBOR, and such rate basis shall automatically convert to be binding upon Borrower and such Requisite Lenders and shall apply in lieu of LIBOR Rate Loans having an initial Interest Period commencing on for the first day of such relevant Interest Period.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate (“"LIBOR Unavailability”"), the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and the Lenders each Lender of such determination, whereupon (i) no Revolving Loans may be made as LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously given by the Borrower with respect to the Revolving Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to the Lenders), (iii) all then-existing Revolving Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time and (iv) any Loans made during such period subsequent borrowings shall be made as Base Rate LoansLoans until such circumstances no longer exist. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a2.16(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Period.

Inability to Determine Applicable Interest Rate. In (a) If prior to the event that commencement of any Interest Period for a Eurocurrency Rate Loan: (i) the Administrative Agent shall have reasonably determined in good faith Lender determines (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, absent manifest error) that by reason of circumstances affecting the London interbank market adequate and fair reasonable means do not exist for ascertaining the interest rate applicable Eurocurrency Rate for such Interest Period; or (ii) the Lender determines that the Eurocurrency Rate for such Interest Period will not adequately and fairly reflect the cost to the Lender of making or maintaining such LIBOR Rate Loans on the basis provided included for in the definition such Interest Period (each of Adjusted LIBOR Rate clause 2.11(a)(i) and (“LIBOR Unavailability”ii), a “Market Disruption Event”) then the Administrative Agent Lender shall on such date give notice (thereof to Borrower by telefacsimile telephone, facsimile transmission or by telephone confirmed in writing) PDF attachment to an e-mail as promptly as practicable thereafter and, until the Lender notifies Borrower and the Lenders of such determination, whereupon (i) no Loans may be made as LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Notice previously given by the Borrower with respect to the Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (ivx) any Loans made during Committed Loan Notice that requests the continuation of any such period Loan as a Eurocurrency Rate Loan shall be made as Base ineffective and such Eurocurrency Rate Loans. At such time as the Administrative Agent Loan shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has endedbe continued as, on the first last day of the Interest Period next following such determinationapplicable thereto, all a Base Rate Loans carried Loan and (y) if any Committed Loan Notice requests a Eurocurrency Rate Loan, such Eurocurrency Rate Loan shall be made as a Base Rate Loan. During any period in which a Market Disruption Event is in effect, the Borrower may request that the Lender confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) the Borrower shall not be permitted to submit any such request more than once in any 30-day period and (B) nothing contained in this Section 2.11 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Lender’s right to provide any additional notices of a Market Disruption Event as provided in this Section 2.11. If the Lender has not confirmed within 10 Business Days after request of such report from the Borrower that a Market Disruption Event has occurred, then such Market Disruption Event shall be deemed to be no longer existing. (b) Notwithstanding any provision to the contrary set forth in this Agreement, if at any time the Lender determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in this Section 2.11 have arisen with respect to the Eurocurrency Rate and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in this Section 2.11 have not arisen with respect to the Eurocurrency Rate but the supervisor for the administrator of such benchmark rate or a governmental authority having jurisdiction over the Lender has made a public statement identifying a specific date after which such benchmark rate shall no longer be used for determining interest rates for loans in the applicable currency, then the Eurocurrency Rate shall be (x) replaced by a comparable successor rate that is, at such time, broadly accepted by the Lenders syndicated loan market for loans denominated in Dollars in lieu of the rate set forth herein (as determined by the Lender with the consent of the Borrower) or (y) if no such broadly accepted comparable successor rate exists at such time, a successor index rate as the Lender may determine with the consent of the Borrower (such consent not to be unreasonably withheld or delayed). Any such successor rate determined pursuant to clauses (x) or (y) of the preceding sentence shall become effective at 5:00 p.m., New York City time, on the fifth Business Day after the Lender shall have posted such proposed amendment to the Borrower. Until an alternate rate of interest shall be determined in accordance with this Section 2.11 (but, in the case of the circumstances described in clause (ii) of the first sentence of Section 2.11(a), only to the extent the applicable benchmark rate for such Interest Period is not available or published at such time on a current basis), (A) any Committed Loan Notice that requests the continuation of any Loan as a consequence of this Section 2.12(aEurocurrency Rate Loan based on such benchmark rate shall be ineffective and (B) if any Committed Loan Notice requests a Eurocurrency Rate Loan based on such benchmark rate, such Loan shall automatically convert to LIBOR be made as a Base Rate Loans having an initial Interest Period commencing on the first day of such Interest PeriodLoan.

Inability to Determine Applicable Interest Rate. In Subject to 5.02(h), if, on or prior to the event that first day of any Interest Period for any SOFR Loan, (i) the Administrative Agent (acting upon the direction of the Majority Lenders) shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, absent manifest error) that by reason of circumstances affecting the London interbank market reasonable and adequate and fair means do not exist for ascertaining Term SOFR or (ii) the interest rate applicable Majority Lenders determine (which determination shall be binding and conclusive absent manifest error) that for any reason in connection with any request for a SOFR Loan that Term SOFR with respect to any proposed SOFR Loan does not adequately and fairly reflect the cost to such LIBOR Rate Loans on Lenders of making and maintaining such Loan, and the basis Majority Lenders have provided for in the definition notice of Adjusted LIBOR Rate (“LIBOR Unavailability”)such determination to Agent, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to will promptly so notify the Borrower and each Lender. Upon notice thereof by the Agent to the Borrower, any obligation of the Lenders to make SOFR Loans shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Agent (with respect to clause (b), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such determinationnotice, whereupon (i) no the Borrower may revoke any pending request for a borrowing of SOFR Loans may (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be made as LIBOR deemed to have converted any such request into a request for a Borrowing of Base Rate Loans until such time as in the Administrative Agent notifies the Borrower amount specified therein and the Lenders that the circumstances giving rise to such notice no longer exist, (ii) all then-existing any outstanding affected SOFR Loans shall convert automatically will be deemed to have been converted into Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind Period. Upon any Funding Notice previously given by the Borrower with respect to the Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Period.such

Inability to Determine Applicable Interest Rate. (i) In the event that the Administrative Agent Bank shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Determination Date with respect to any LIBOR Rate LoansAdvance, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans Advance on the basis provided for in the definition of Adjusted LIBOR Rate (“LIBOR Unavailability”)LIBOR, the Administrative Agent Bank shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and the Lenders of such determination, whereupon (iA) no Loans Advances may be made as as, or converted to, LIBOR Rate Loans Advances until such time as the Administrative Agent Bank notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (iiB) all then-existing Loans shall convert automatically to Base Rate Loans at the end any Notice of the then-applicable Interest Period if such circumstances still exist at such time, (iii) the Borrower shall have the right to rescind any Funding Borrowing or Notice previously of Conversion/Continuation given by the Borrower with respect to the Loans LIBOR Advances in respect of which such determination was made shall be deemed to be Prime Rate Advances unless such Notice of Borrowing or Notice of Conversion/Continuation shall be rescinded by Borrower in writing within [one] Business Day of Bank’s giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its inability to determine the applicable interest rate for LIBOR Advances pursuant to this Section 3.6(b)(i). (ii) If at any time Bank determines (which determination as described above shall be conclusive absent manifest error) that (A) the circumstances set forth in Section 3.6(b)(i) have arisen and such circumstances are unlikely to be temporary; or (ivB) the circumstances set forth in Section 3.6(b)(i) have not arisen but the supervisor for the administrator of the LIBOR reporting system or a Governmental Authority having jurisdiction over Bank has made a public statement announcing that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, or that LIBOR is no longer representative, then Bank shall determine an alternate rate of interest to LIBOR and a spread adjustment mechanism that gives due consideration to (1) any Loans selection or recommendation of a replacement rate or the mechanism for determining such a rate or spread adjustment mechanism by the Federal Reserve Board of Governors and/or a committee officially endorsed or convened by the Federal Reserve Board of Governors, or any successor thereto and/or (2) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to LIBOR for similarly situated loans in the United States at such time, and Bank shall amend this Agreement to reflect such alternate rate of interest, such spread adjustment, and such other related changes to this Agreement as may be applicable; provided that if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Bank shall provide Borrower with notice of such amendment. Notwithstanding anything to the contrary in Section 12.7 Amendments in Writing; Waiver; Integration, such amendment shall become effective at 5:00 p.m. Pacific time on the tenth (10th) Business Day after Bank has provided such amendment to Borrower without any further action or consent of Borrower, so long as Bank has not received, by such time, written notice of objection to such amendment from Borrower. In the event that Borrower objects to such amendment, Bank and Borrower shall endeavor to agree on an alternate rate of interest that is mutually acceptable. Until an alternate rate of interest shall be determined in accordance with this Section 3.6(b)(ii) (but in the case of the circumstances described in clause (2) of the first sentence of this Section 3.6(b)(ii), only to the extent that LIBOR for such Interest Period is not available or published at such time on a current basis), (x) any LIBOR Advances requested to be made during such period shall be made as Base Prime Rate Loans. At such time as the Administrative Agent Advances, and (y) any outstanding LIBOR Advances shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has endedbe converted, on the first last day of the then-current Interest Period next Period, to Prime Rate Advances.” 2.2 Section 6.9 (Financial Covenants). Section 6.9 is amended by inserting the following provision at the end thereof: “For the quarterly periods ending after December 31, 2020, the minimum EBITDA financial covenant thresholds shall be determined by Bank in its sole discretion on or before February 28, 2021 based on the Board-approved projections delivered to Bank pursuant to Section 6.2(f) hereof; provided further, that failure to timely deliver such determination, all Base Rate Loans carried by the Lenders as a consequence of this Board-approved projections in accordance with Section 2.12(a6.2(f) shall automatically convert result in an immediate Event of Default for which no cure or grace period shall apply.” 2.3 Exhibit B (Compliance Certificate). The Compliance Certificate attached to LIBOR Rate Loans having an initial Interest Period commencing on the first day Loan Agreement as Exhibit B is amended in its entirety and replaced with the Compliance Certificate in the form of such Interest PeriodExhibit B attached hereto.