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

Inability to Determine Applicable Interest Rate. In the event of any Market Disruption, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower Representative and each Lender of such determination, whereupon (i) with respect to Loans denominated in Dollars or Canadian Dollars, (x) no Loans may be made as, or converted to, Eurocurrency Rate Loans until such time as the Administrative Agent notifies the Borrower Representative and Lenders that the circumstances giving rise to such notice no longer exist and (y) any Borrowing Notice or Conversion/Continuation Notice given by the Borrower Representative with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower Representative, and (ii) with respect to Loans denominated in Euros or Other Foreign Currency, if the Administrative Agent or the Borrower Representative so require, the Administrative Agent and the Borrower Representative will negotiate in good faith for a period of not more than 30 days in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the affected Eurocurrency Rate Loans and, (x) if a substitute basis is agreed within that period between the Administrative Agent and the Borrower Representative, then it shall apply in accordance with its terms (and may be retrospective to the beginning of the relevant Interest Period) and (y) unless and until a substitute basis is so agreed, the interest payable to such Lenders on the applicable Eurocurrency Rate Loans for the relevant Interest Period will be the rate notified to the Administrative Agent by that Lender to be its cost of funds (from any source which it may reasonably select) plus the Applicable Margin and, if applicable, Mandatory Costs.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent or the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of any Market Disruptionsuch Eurocurrency Rate Loan, or (ii) 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 (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Rate (or clause (c) of the definition of Base Rate), Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower Representative Company and each Lender of such determination, whereupon (i) with respect to Loans denominated in Dollars or Canadian Dollars, (xa) no Loans may be made or maintained as, or converted to, Eurocurrency Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as the Administrative Agent notifies the Borrower Representative Company and Lenders that the circumstances giving rise to such notice no longer exist and (yc) any Notice of Borrowing or Notice or of Conversion/Continuation Notice given by the a Borrower Representative with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower Representative, and (ii) with respect to Loans denominated in Euros or Other Foreign Currency, if the Administrative Agent or the Borrower Representative so require, the Administrative Agent and the Borrower Representative will negotiate in good faith for a period Base Rate Loan unless such Borrower shall have rescinded such Notice of not more than 30 days in order Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to agree on a mutually acceptable substitute basis for calculating the interest payable on the affected Eurocurrency Rate Loans and, (x) if a substitute basis is agreed within that period between the Administrative Agent and the Borrower Representative, then it shall apply in accordance with its terms (and may be retrospective to the beginning of the relevant Interest Period) and (y) unless and until a substitute basis is so agreed, the interest payable to such Lenders on the applicable Eurocurrency Rate Loans for the relevant Interest Period will be the rate notified to the Administrative Agent by that Lender to be its cost of funds (from any source which it may reasonably select) plus the Applicable Margin and, if applicable, Mandatory CostsAgent.

Inability to Determine Applicable Interest Rate. In If the event Administrative Agent shall determine in good faith (which determination shall, absent manifest error, be final and conclusive and binding on all parties hereto) that on any date by reason of any Market Disruptioncircumstances affecting the London interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to Eurodollar Rate Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writingsuch notice, the “Initial Notice”) to the Administrative Borrower Representative and each Lender of such determination. Thereafter, whereupon (i) with respect to Loans denominated in Dollars or Canadian Dollars, (x) no Loans may be made as, or converted to, Eurocurrency Eurodollar Rate Loans Loans, until such time as the Administrative Agent notifies the Administrative Borrower Representative and the Lenders that the circumstances giving rise to such notice Initial Notice no longer exist and (y) any Borrowing Notice or Conversion/Continuation Notice given by the Borrower Representative with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower Representative, and (ii) with respect to Loans denominated in Euros or Other Foreign Currency, if case the Administrative Agent or shall give prompt notice to the Administrative Borrower Representative so requireand the Lenders). Upon receipt of the Initial Notice, the Administrative Agent and Borrower may revoke any Notice of Borrowing or Notice of Continuation or Conversion then submitted by it. If the Administrative Borrower Representative will negotiate does not revoke such notice, the Lenders shall make, convert or continue such Loans, as proposed by the Administrative Agent, in good faith for a period of not more than 30 days the amount specified in order to agree on a mutually acceptable substitute basis for calculating such notice submitted by the interest payable on the affected Eurocurrency Administrative Borrower, but such Loans shall be made, converted or continued as Base Rate Loans and, (x) if a substitute basis is agreed within that period between the Administrative Agent and the Borrower Representative, then it shall apply in accordance with its terms (and may be retrospective to the beginning instead of the relevant Interest Period) and (y) unless and until a substitute basis is so agreed, the interest payable to such Lenders on the applicable Eurocurrency Eurodollar Rate Loans for the relevant Interest Period will be the rate notified to the Administrative Agent by that Lender to be its cost of funds (from any source which it may reasonably select) plus the Applicable Margin and, if applicable, Mandatory CostsLoans.

Inability to Determine Applicable Interest Rate. In the event that (a) the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto, absent manifest error), on any Interest Rate Determination Date with respect to any Eurodollar 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 Loans on the basis provided for in the definition of Adjusted Eurodollar Rate or (b) the Required Lenders determine that for any Market Disruptionreason in connection with any request for a Eurodollar Loan or a conversion thereto or a continuation thereof that the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent shall on such date give notice (by telefacsimile telefacsimile, e-mail or by telephone confirmed in writing) to the Borrower Representative and each Lender of such determination, whereupon (i) with respect to Loans denominated in Dollars or Canadian Dollars, (x) no Loans may be made as, or converted to, Eurocurrency Rate Eurodollar 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 exist, (yii) any Borrowing Funding Notice or Conversion/Continuation Notice given by the Borrower Representative with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower Representative, a request for Base Rate Loans and (iiiii) with respect to Loans denominated the utilization of the Adjusted Eurodollar Rate component in Euros or Other Foreign Currencydetermining the Base Rate shall be suspended, if in each case, until the Administrative Agent or the Borrower Representative so require, the Administrative Agent and the Borrower Representative will negotiate in good faith for a period of not more than 30 days in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the affected Eurocurrency Rate Loans and, (x) if a substitute basis is agreed within that period between the Administrative Agent and the Borrower Representative, then it shall apply in accordance with its terms (and may be retrospective to the beginning of the relevant Interest Period) and (y) unless and until a substitute basis is so agreed, the interest payable to revokes such Lenders on the applicable Eurocurrency Rate Loans for the relevant Interest Period will be the rate notified to the Administrative Agent by that Lender to be its cost of funds (from any source which it may reasonably select) plus the Applicable Margin and, if applicable, Mandatory Costsnotice.

Inability to Determine Applicable Interest Rate. In the event of any Market Disruption, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower Representative and each Lender of such determination, whereupon (i) with respect to Loans denominated in Dollars or Canadian Dollars, (xA) no Loans may be made as, or converted to, Eurocurrency Rate Loans until such time as the Administrative Agent notifies the Borrower Representative and Lenders that the circumstances giving rise to such notice no longer exist and (yB) any Borrowing Notice or Conversion/Continuation Notice given by the Borrower Representative with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower Representative, and (ii) with respect to Loans denominated in Euros or Other Foreign Currency, if the Administrative Agent or the Borrower Representative so require, the Administrative Agent and the Borrower Representative will negotiate in good faith for a period of not more than 30 thirty (30) days in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the affected Eurocurrency Rate Loans and, (xA) if a substitute basis is agreed within that period between the Administrative Agent (with the consent of all the Lenders holding such Eurocurrency Loans) and the Borrower Representative, then it shall apply in accordance with its terms (and may be retrospective to the beginning of the relevant Interest Period) and (yB) unless and until a substitute basis is so agreed, the interest payable to such Lenders on the applicable Eurocurrency Rate Loans for the relevant Interest Period will be the rate notified to the Administrative Agent by that Lender to be its cost of funds (from any source which it may reasonably select) plus the Applicable Margin and, if applicable, Mandatory Costs.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate Loans, that by reason of any Market Disruptioncircumstances arising after the Effective Date affecting the London 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 Reserve Adjusted Eurodollar Rate, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower Representative and each Lender of such determination, whereupon (i) with respect to Loans denominated in Dollars or Canadian Dollars, (x) no Loans may be made or continued as, or converted to, Eurocurrency Eurodollar Rate Loans 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 (such notification not to be unreasonably withheld or delayed) and (yii) any Notice of Borrowing or Notice or of Conversion/Continuation Notice given by the Borrower Representative with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower RepresentativeBorrower; provided, and (ii) with respect to Loans denominated in Euros or Other Foreign Currencyhowever, if that, at the Administrative Agent or option of the Borrower Representative so requireBorrower, the Administrative Agent and the Borrower Representative will negotiate in good faith for a period any such Notice of not more than 30 days in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the affected Eurocurrency Rate Loans and, (x) if a substitute basis is agreed within that period between the Administrative Agent and the Borrower Representative, then it shall apply in accordance with its terms (and Borrowing may be retrospective to the beginning of the relevant Interest Period) and (y) unless and until a substitute basis is so agreed, the interest payable to such Lenders on the applicable Eurocurrency Rate Loans for the relevant Interest Period will be the rate notified re-submitted to the Administrative Agent by indicating that Lender to the Borrower is electing a Base Rate Loan, which Loan shall be its cost funded not later than one Business Day after the date of funds (from any source which it may reasonably select) plus the Applicable Margin and, if applicable, Mandatory Costs.such Base Rate Loan Notice of Borrowing in accordance with Section 2.1B.

Inability to Determine Applicable Interest Rate. In the event of any Market Disruption, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower Representative and each Lender of such determination, whereupon (i) with respect to Loans denominated in Dollars or Canadian Dollars, (x) no Loans may be made as, or converted to, Eurocurrency Rate Loans until such time as the Administrative Agent notifies the Borrower Representative and Lenders that the circumstances giving rise to such notice no longer exist and (y) any Borrowing Notice or Conversion/Continuation Notice given by the Borrower Representative with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower Representative, and (ii) with respect to Loans denominated in Euros or Other Foreign Currency, if the Administrative Agent or the Borrower Representative so require, the Administrative Agent and the Borrower Representative will negotiate in good faith for a period of not more than 30 days in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the affected Eurocurrency Rate Loans and, (x) if a substitute basis is agreed within that period between the Administrative Agent and the Borrower Representative, then it shall apply in accordance with its terms (and may be retrospective to the beginning of the relevant Interest Period) and (y) unless and until a substitute basis is so agreed, the interest payable to such Lenders on the applicable Eurocurrency Rate Loans for the relevant Interest Period will be the rate notified confirmed in writing to the Administrative Agent by that Lender to be its cost of funds (from any source which it may reasonably select) plus the Applicable Margin and, if applicable, Mandatory Costs.

Inability to Determine Applicable Interest Rate. In the event of any Market Disruption, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower Representative Borrowers and each Lender of such determination, whereupon (i) with respect to Loans denominated in Dollars or Canadian Dollars, (xA) no Loans may be made as, or converted to, Eurocurrency Rate Loans until such time as the Administrative Agent notifies the Borrower Representative Borrowers and Lenders that the circumstances giving rise to such notice no longer exist and (yB) any Borrowing Notice or Conversion/Continuation Notice given by the Borrower Representative Borrowers with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower RepresentativeBorrowers, and (ii) with respect to Loans denominated in Euros Euro or Other Foreign Currency, if the Administrative Agent or the Borrower Representative Borrowers so require, the Administrative Agent and the Borrower Representative Borrowers will negotiate in good faith for a period of not more than 30 thirty (30) days in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the affected Eurocurrency Rate Loans and, (xA) if a substitute basis is agreed within that thirty (30) day period between the Administrative Agent (with the consent of all the Lenders holding such Eurocurrency Rate Loans) and the Borrower RepresentativeBorrowers, then it shall apply in accordance with its terms (and may be retrospective to the beginning of the relevant Interest Period) and (yB) unless and until a substitute basis is so agreed, the interest payable to such Lenders on the applicable Eurocurrency Rate Loans for the relevant Interest Period will be the rate notified to the Administrative Agent by that Lender to be its cost of funds (from any source which it may reasonably select) plus the Applicable Margin and, if applicable, Mandatory CostsMargin.

Inability to Determine Applicable Interest Rate. In (I) If prior to the event commencement of any Interest Period for a Eurocurrency Rate Loan denominated in a currency other than Pounds Sterling or a Bankers’ Acceptance Loan: (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the 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 Lenders of making or maintaining such Loans included for such Interest Period or BA Period (each of clause (a) and (b), a “Market Disruption, Disruption Event”); then the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) thereof to the applicable Borrower Representative and each Lender of such determinationthe applicable Lenders by telephone, whereupon (i) with respect facsimile transmission or PDF attachment to Loans denominated in Dollars or Canadian Dollarsan e-mail as promptly as practicable thereafter and, (x) no Loans may be made as, or converted to, Eurocurrency Rate Loans until such time as the Administrative Agent notifies such Borrower and the Borrower Representative and Lenders that the circumstances giving rise to such notice no longer exist exist, (i) any Funding Notice 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 such Borrower or, failing revocation, shall be ineffective and such Eurocurrency Rate Loan or Bankers’ Acceptance Loan shall be converted to (x) in the case of any Dollar-denominated Borrowing, a Base Rate Loan in Dollars, (y) in the case of Canadian Dollar-denominated Borrowing, a Canadian Prime Rate Loan in Canadian Dollars, or (z) in the case of a Borrowing denominated in a Designated Foreign Currency other than Canadian Dollars or Pounds Sterling, a Borrowing in the applicable currency bearing interest at the Designated Foreign Currency Alternate Rate, in each case on the last day of the Interest Period or BA Period applicable thereto. During any Borrowing Notice period in which a Market Disruption Event is in effect, such Borrower may request that the Administrative Agent or Conversion/Continuation Notice given by the Borrower Representative with respect Requisite Lenders, as applicable, to confirm that the circumstances giving rise to the Loans Market Disruption Event continue to be in respect effect; provided that (A) such Borrower shall not be permitted to submit any such request more than [REDACTED – Commercially Sensitive Information] and (B) nothing contained in this Section 2.15 or the failure to provide confirmation of which the continued effectiveness of such determination was made Market 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 [REDACTED – Time Period] after request of such report from such Borrower that a Market Disruption Event has occurred, then such Market Disruption Event shall be deemed to be rescinded by no longer existing. (II) In the Borrower Representative, and (ii) with respect to Loans case of a Eurocurrency Loan denominated in Euros or Other Foreign Currency, if the Administrative Agent or the Borrower Representative so require, the Administrative Agent and the Borrower Representative will negotiate Pounds Sterling, (i) If a U.K. Market Disruption Event occurs in good faith relation to such Loan for a period of not more than 30 days in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the affected Eurocurrency Rate Loans and, (x) if a substitute basis is agreed within that period between the Administrative Agent and the Borrower Representativeany Interest Period, then it shall apply in accordance with its terms (and may be retrospective to the beginning rate of the relevant Interest Period) and (y) unless and until a substitute basis is so agreed, the interest payable to on each Lender’s share of such Lenders on the applicable Eurocurrency Rate Loans Loan for the relevant Interest Period will shall be the percentage rate per annum which is the sum of: (A) the Applicable Margin; and (B) the rate notified to the Administrative Agent by that such Lender as soon as practicable and, in any event, by close of business on the date falling [REDACTED – Time Period] after the Interest Rate Determination Date, to be that which expresses as a percentage rate per annum the cost to such Lender of funding its cost of funds (participation in such Loan from any whatever source which it may reasonably select, provided that if, (1) plus the Applicable Margin andpercentage rate per annum notified by a Lender pursuant to clause (B) above is less than the applicable Adjusted LIBOR rate for the relevant currency; or (2) a Lender has not notified the Administrative Agent of a percentage rate per annum pursuant to clause (B) above, if applicablethen the cost to such Lender of funding its participation in such Loan for that Interest Period shall be deemed, Mandatory Costsfor the purposes of this clause (i), to be the applicable Adjusted LIBOR rate for the relevant currency. (ii) If a U.K. Market Disruption Event occurs and the Administrative Agent or the applicable Borrower so requires, the Administrative Agent and such Borrower shall enter into negotiations (for a period of not more than [REDACTED – Time Period]) with a view to agreeing a substitute basis for determining the rate of interest.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon all parties hereto), on any Interest Rate Determination Date that by reason of any Market Disruptioncircumstances affecting the London 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 and/or the definition of EURO-LIBOR Rate Loan, the respectively, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower Representative Borrowers and each Lender of such determination, whereupon (i) with respect to in the case of Eurodollar Rate Loans denominated in Dollars or Canadian Dollars, (xa) (i) no Loans may be made as, or converted to, Eurocurrency Eurodollar Rate Loans until such time as the Administrative Agent notifies the Borrower Representative Borrowers and Lenders that the circumstances giving rise to such notice no longer exist and (yb) any Notice of Borrowing or Notice or of Conversion/Continuation Notice given by the any Borrower Representative with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower Representative, for a Base Rate Loan and (ii) in the case of EURO-LIBOR Rate Loans, (a) upon the expiration of any Interest Period in effect at the time for any EURO-LIBOR Rate Loans, such EURO-LIBOR Rate Loans shall thereupon be converted at the Spot Rate into Base Rate Loans denominated in Dollars and (b) any Notice of Borrowing given by Offshore Borrower with respect to Loans any EURO-LIBOR Rate Loans, shall be deemed to be for an Offshore Loan denominated in Euros or Other Foreign Currency, if Dollars at the Administrative Agent or the Borrower Representative so require, the Administrative Agent and the Borrower Representative will negotiate in good faith for a period of not more than 30 days in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the affected Eurocurrency Rate Loans and, (x) if a substitute basis is agreed within that period between the Administrative Agent and the Borrower Representative, then it shall apply in accordance with its terms (and may be retrospective to the beginning of the relevant Interest Period) and (y) unless and until a substitute basis is so agreed, the interest payable to such Lenders on the applicable Eurocurrency Rate Loans for the relevant Interest Period will be the rate notified to the Administrative Agent by that Lender to be its cost of funds (from any source which it may reasonably select) plus the Applicable Margin and, if applicable, Mandatory CostsBase Rate.

Inability to Determine Applicable Interest Rate. In If prior to the event commencement of any Market DisruptionInterest Period or BA Equivalent Interest Period for a Term SOFR Loan or BA Equivalent Loan, or at any time if in connection with an existing or proposed Base Rate Loan or in the Administrative case of any Daily One Month SOFR Loan: (a) the Agent determines (which determination shall on such date give notice (by telefacsimile or by telephone confirmed in writingbe conclusive absent manifest error) to the Borrower Representative and each Lender of such determination, whereupon that (i) no Successor Rate has been determined in accordance with respect Section 5.7, and the circumstances under Section 7(a)(i) or the Scheduled Unavailability Date has occurred (as applicable) or no BA Successor Rate has been determined in accordance with Section 5.8, or (ii) adequate and reasonable means do not exist for ascertaining Term SOFR or the BA Rate for such Interest Period or BA Equivalent Interest Period or Term SOFR (in the case of any Daily One Month SOFR Loan); or (b) the Agent is advised by Lenders whose Pro Rata Shares aggregate more than 50% that Term SOFR or the BA Rate for such Interest Period or BA Equivalent Interest Period, or Term SOFR (in the case of any Daily One Month SOFR Loan)or Term SOFR (in the case of any Daily One Month SOFR Loan), as applicable, will not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans denominated in Dollars included for such Interest Period or BA Equivalent Interest Period (or of making or maintaining such Base Rate Loans, Daily One Month SOFR Loans or Canadian DollarsPrime Rate Loans) (each of clauses (a) and (b), (x) no Loans may be made asa “Market Disruption Event”), then the Agent shall promptly give notice thereof to the Borrowers’ Agent and the applicable Lenders by telephone, facsimile transmission or converted toPDF attachment to an e-mail or other electronic communication as promptly as practicable thereafter and, Eurocurrency Rate Loans until such time as the Administrative Agent notifies the Borrower Representative Borrowers’ Agent and the Lenders that the circumstances giving rise to such notice no longer exist exist, (i) 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, Daily One Month SOFR Loan or a BA Equivalent Loan, as applicable, shall be ineffective and (A) such Loan shall be converted to or continued as, on the last day of the Interest Period or BA Equivalent Interest Period applicable thereto, a Base Rate Loan or a Canadian Prime Rate Loan, as applicable, and (B) any such Loan denominated in an Alternative Currency, 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 immediately, in the case of a Base Rate Loan, (ii) if any Notice of Borrowing requests a Term SOFR Loan, Daily One Month SOFR Loan or a BA Equivalent Loan, (A) such Loan shall be made as a Base Rate Loan denominated in Dollars bearing interest based on the Base Rate or the Canadian Base Rate, as applicable, or such Loan shall be made as a Canadian Prime Rate Loan, as applicable, and (B) any such Loan denominated in an Alternative Currency, as applicable, shall not be made, and (iii) in each case, the utilization of the Term SOFR component in determining Base Rate or Canadian Base Rate, as applicable, shall be suspended, or the utilization of the BA Rate component in determining Canadian Prime Rate shall be suspended, as applicable; 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, in the Equivalent Amount in Dollars of such repayment, a Base Rate Loan denominated in Dollars bearing interest based on the Base Rate or Canadian Base Rate, as applicable. 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 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 5.5 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any Borrowing Notice way affect the Agent’s right or Conversion/Continuation Notice given by the Borrower Representative with respect right of the applicable Lenders to provide any additional notices of a Market Disruption Event as provided in this Section 5.5. If the Loans in respect Agent or such Lenders, as applicable, have not confirmed within 10 Business Days after request of which such determination was made confirmation from the Borrowers’ Agent that a Market Disruption Event has occurred, then such Market Disruption Event shall be deemed to be rescinded by the Borrower Representative, and (ii) with respect to Loans denominated in Euros or Other Foreign Currency, if the Administrative Agent or the Borrower Representative so require, the Administrative Agent and the Borrower Representative will negotiate in good faith for a period of not more than 30 days in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the affected Eurocurrency Rate Loans and, (x) if a substitute basis is agreed within that period between the Administrative Agent and the Borrower Representative, then it shall apply in accordance with its terms (and may be retrospective to the beginning of the relevant Interest Period) and (y) unless and until a substitute basis is so agreed, the interest payable to such Lenders on the applicable Eurocurrency Rate Loans for the relevant Interest Period will be the rate notified to the Administrative Agent by that Lender to be its cost of funds (from any source which it may reasonably select) plus the Applicable Margin and, if applicable, Mandatory Costsno longer existing.

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 determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any SOFR Loans, that reasonable and adequate means do not exist for ascertaining the interest rate applicable to such SOFR Loans on the basis provided for in the definition of any Market DisruptionSOFR or Term SOFR, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower Representative and each Lender of such determination, whereupon (i) with respect to Loans denominated in Dollars or Canadian Dollars, (x) no Loans may be made as, or converted to, Eurocurrency Rate 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 (y) any Borrowing Notice or Conversion/Continuation Notice given by the Borrower Representative with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower Representative, and (ii) with respect to any Loans denominated bearing interest determined in Euros relation to SOFR for any affected Interest Period, such Loans shall automatically continue as, or Other Foreign Currencyconvert to, if Base Rate Loans on the last day of the then current Interest Period applicable thereto, unless the Borrower prepays such Loans in accordance 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 or may modify the Borrower Representative so require, the Administrative Agent and the Borrower Representative will negotiate in good faith for a period definition of not more than 30 days in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the affected Eurocurrency Rate Loans and, (x) if a substitute basis is agreed within that period between the Administrative Agent and the Borrower Representative, then it shall apply in accordance with its terms (and may be retrospective to the beginning of the relevant “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) unless and until if a substitute basis tenor that was removed pursuant to clause (x) of this sentence is so agreedsubsequently displayed on a screen or information service for a Benchmark, the interest payable to such Lenders on the applicable Eurocurrency Rate Loans for the relevant Interest Period will be the rate notified to then the Administrative Agent by that Lender may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to be its cost of funds (from any source which it may reasonably select) plus the Applicable Margin and, if applicable, Mandatory Costsreinstate such previously removed tenor.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurocurrency Rate Loans denominated in any currency, that by reason of any Market Disruptioncircumstances 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 “Adjusted Eurocurrency Rate”, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower Representative and each Lender of such determination, whereupon (i) with respect to no Loans denominated in Dollars or Canadian Dollars, (x) no Loans such currency may be made as, or converted to, Eurocurrency Rate Loans until such time as the Administrative Agent notifies the Borrower Representative and Lenders that the circumstances giving rise to such notice no longer exist and exist, (yii) any Borrowing Notice or Conversion/Continuation Notice given by the Borrower Representative with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower RepresentativeBorrower, (iii) any affected Eurocurrency Rate Loan that is requested to be continued shall (A) if denominated in Dollars, be continued as a Base Rate Loan, (B) if denominated in Canadian Dollars, be continued as a CPR Loan and (iiC) with respect to if denominated in an Alternative Currency (other than Canadian Dollars), be repaid on the last day of the then-current Interest Period applicable thereto and (iv) any Funding Notice for an affected Eurocurrency Rate Loan shall (A) in the case of a borrowing of Eurocurrency Rate Loans denominated in Euros or Other Foreign CurrencyDollars, if the Administrative Agent or the Borrower Representative so require, the Administrative Agent and the Borrower Representative will negotiate in good faith be deemed to be a request for a period borrowing of not more than 30 days Base Rate Loans, (B) in order to agree on the case of a mutually acceptable substitute basis for calculating the interest payable on the affected borrowing of Eurocurrency Rate Loans anddenominated in Canadian Dollars, (x) if be deemed to be a substitute basis is agreed within that period between the Administrative Agent and the Borrower Representative, then it shall apply in accordance with its terms (and may be retrospective to the beginning request for a borrowing of the relevant Interest Period) CPR Loans and (yC) unless and until in the case of a substitute basis is so agreed, the interest payable to such Lenders on the applicable borrowing of Eurocurrency Rate Loans for the relevant Interest Period will denominated in an Alternative Currency (other than Canadian Dollars), be the rate notified to the Administrative Agent by that Lender to be its cost of funds (from any source which it may reasonably select) plus the Applicable Margin and, if applicable, Mandatory Costsineffective.

Inability to Determine Applicable Interest Rate. In If prior to the event commencement of any Market DisruptionInterest Period or BA EquivalentTerm XXXXX Interest Period for a Term SOFR Loan or BA EquivalentTerm XXXXX Loan, or at any time if in connection with an existing or proposed Base Rate Loan or in the Administrative case of any Daily One Month SOFR Loan or Daily Simple XXXXX Loan: (a) the Agent determines (which determination shall on such date give notice (by telefacsimile or by telephone confirmed in writingbe conclusive absent manifest error) to the Borrower Representative and each Lender of such determination, whereupon that (i) no Successor Rate has been determined in accordance with respect Section 5.7, and the circumstances under Section 7(a)(i) or the Scheduled Unavailability Date has occurred (as applicable) or no BATerm XXXXX Successor Rate has been determined in accordance with Section 5.8, or (ii) adequate and reasonable means do not exist for ascertaining Term SOFR or the BA RateTerm XXXXX for such Interest Period or BA EquivalentTerm XXXXX Interest Period or Term SOFR (in the case of any Daily One Month SOFR Loan); or (b) the Agent is advised by Xxxxxxx whose Pro Rata Shares aggregate more than 50% that Term SOFR or the BA RateTerm XXXXX for such Interest Period or BA EquivalentTerm XXXXX Interest Period, or Term SOFR (in the case of any Daily One Month SOFR Loan) or Term SOFR (in the case of any Daily One Month SOFR Loan), as applicable, will not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans denominated in Dollars included for such Interest Period or BA EquivalentTerm XXXXX Interest Period (or of making or maintaining such Base Rate Loans, Daily One Month SOFR Loans or Canadian DollarsPrime Rate Loans) (each of clauses (a) and (b), (x) no Loans may be made asa “Market Disruption Event”), then the Agent shall promptly give notice thereof to the Borrowers’ Agent and the applicable Lenders by telephone, facsimile transmission or converted toPDF attachment to an e-mail or other electronic communication as promptly as practicable thereafter and, Eurocurrency Rate Loans until such time as the Administrative Agent notifies the Borrower Representative Borrowers’ Agent and the Lenders that the circumstances giving rise to such notice no longer exist exist, (i) 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, Daily One Month SOFR Loan or a BA Equivalent, a Term XXXXX Loan or a Daily Simple XXXXX Loan, as applicable, shall be ineffective and (A) such Loan shall be converted to or continued as, on the last day of the Interest Period or BA EquivalentTerm XXXXX Interest Period applicable thereto, a Base Rate Loan or a Canadian Prime Rate Loan, as applicable, and (B) any such Loan denominated in an Alternative Currency, 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 immediately, in the case of a Base Rate Loan, (ii) if any Notice of Borrowing requests a Term SOFR Loan, Daily One Month SOFR Loan or a BA Equivalent, a Term XXXXX Loan or a Daily Simple XXXXX Loan, (A) such Loan shall be made as a Base Rate Loan denominated in Dollars bearing interest based on the Base Rate or the Canadian Base Rate, as applicable, or such Loan shall be made as a Canadian Prime Rate Loan, as applicable, and (B) any such Loan denominated in an Alternative Currency, as applicable, shall not be made, and (iii) in each case, the utilization of the Term SOFR component in determining Base Rate or Canadian Base Rate, as applicable, shall be suspended, or the utilization of the BA RateTerm XXXXX component in determining Canadian Prime Rate shall be suspended, as applicable; 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, in the Equivalent Amount in Dollars of such repayment, a Base Rate Loan denominated in Dollars bearing interest based on the Base Rate or Canadian Base Rate, as applicable. 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 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 5.5 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any Borrowing Notice way affect the Agent’s right or Conversion/Continuation Notice given by the Borrower Representative with respect right of the applicable Lenders to provide any additional notices of a Market Disruption Event as provided in this Section 5.5. If the Loans in respect Agent or such Lenders, as applicable, have not confirmed within 10 Business Days after request of which such determination was made confirmation from the Borrowers’ Agent that a Market Disruption Event has occurred, then such Market Disruption Event shall be deemed to be rescinded by the Borrower Representative, and (ii) with respect to Loans denominated in Euros or Other Foreign Currency, if the Administrative Agent or the Borrower Representative so require, the Administrative Agent and the Borrower Representative will negotiate in good faith for a period of not more than 30 days in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the affected Eurocurrency Rate Loans and, (x) if a substitute basis is agreed within that period between the Administrative Agent and the Borrower Representative, then it shall apply in accordance with its terms (and may be retrospective to the beginning of the relevant Interest Period) and (y) unless and until a substitute basis is so agreed, the interest payable to such Lenders on the applicable Eurocurrency Rate Loans for the relevant Interest Period will be the rate notified to the Administrative Agent by that Lender to be its cost of funds (from any source which it may reasonably select) plus the Applicable Margin and, if applicable, Mandatory Costsno longer existing.

Inability to Determine Applicable Interest Rate. In If prior to the event commencement of any Interest Period for a Term SOFR Term Loan: (a) the Agent determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 5.7, and the circumstances under clause (a) of the first sentence of Section 5.7 or the Scheduled Unavailability Date has occurred, or (ii) adequate and reasonable means do not exist for ascertaining the Term SOFR for such Interest Period; or (b) the Agent is advised by Lendexx xxxxe Pro Rata Shares aggregate more than 50% that the Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining such Term Loans included for such Interest Period (each of clause (a) and (b), a “Market DisruptionDisruption Event”), then the Administrative Agent shall on such date promptly give notice (by telefacsimile or by telephone confirmed in writing) thereof to the Borrower Representative and each Lender of such determinationthe applicable Lenders by telephone, whereupon (i) with respect facsimile transmission or PDF attachment to Loans denominated in Dollars an e-mail or Canadian Dollarsother electronic communications as promptly as practicable thereafter and, (x) no Loans may be made as, or converted to, Eurocurrency Rate 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 exist, (i) any Notice of Continuation/Conversion that requests the conversion of any applicable Term Loan to, or continuation of any such Term Loan as, a Term SOFR Term Loan shall be ineffective and such Term Loan shall be converted to or continued as, on the last day of the Interest Period applicable thereto, a Base Rate Term Loan, and (yii) if any Borrowing Funding Notice requests a Term 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 ConversionNotice of Continuation/Continuation Notice given Conversion then submitted by them. During any period in which a Market Disruption Event is in effect, the Borrower Representative with respect may request that the Agent or the Lenders whose Pro Rata Shares aggregate more than 50%, as applicable, confirm that the circumstances giving rise to the Loans Market Disruption Event continue to be in respect 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 5.5 or the failure to provide confirmation of which the continued effectiveness of such determination was made Market 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 rescinded by the Borrower Representative, and (ii) with respect to Loans denominated in Euros or Other Foreign Currency, if the Administrative Agent or the Borrower Representative so require, the Administrative Agent and the Borrower Representative will negotiate in good faith for a period of not more than 30 days in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the affected Eurocurrency Rate Loans and, (x) if a substitute basis is agreed within that period between the Administrative Agent and the Borrower Representative, then it shall apply in accordance with its terms (and may be retrospective to the beginning of the relevant Interest Period) and (y) unless and until a substitute basis is so agreed, the interest payable to such Lenders on the applicable Eurocurrency Rate Loans for the relevant Interest Period will be the rate notified to the Administrative Agent by that Lender to be its cost of funds (from any source which it may reasonably select) plus the Applicable Margin and, if applicable, Mandatory Costsno longer existing.

Inability to Determine Applicable Interest Rate. In the event of any Market Disruption, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower Representative and each Lender of such determination, whereupon (i) with respect to Loans denominated in Dollars or Canadian Dollars, (x) no Loans may be made as, or converted to, Eurocurrency Rate Loans until such time as the Administrative Agent notifies the Borrower Representative and Lenders that the circumstances giving rise to such notice no longer exist and (y) any Borrowing Notice or Conversion/Continuation Notice given by the Borrower Representative with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower Representative, and (ii) with respect to Loans denominated in Euros or Other Foreign Currency, if the Administrative Agent or the Borrower Representative so require, the Administrative Agent and the Borrower Representative will negotiate in good faith for a period of not more than 30 days in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the affected Eurocurrency Rate Loans and, (x) if a substitute basis is agreed within that period between the Administrative Agent and the NY\6180200.13 Borrower Representative, then it shall apply in accordance with its terms (and may be retrospective to the beginning of the relevant Interest Period) and (y) unless and until a substitute basis is so agreed, the interest payable to such Lenders on the applicable Eurocurrency Rate Loans for the relevant Interest Period will be the rate notified confirmed in writing to the Administrative Agent by that Lender to be its cost of funds (from any source which it may reasonably select) plus the Applicable Margin and, if applicable, Mandatory Costs.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Loans, that by reason of any Market Disruptioncircumstances arising after the Effective Date affecting the London 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 Adjusted LIBO Rate, the Administrative Agent shall on such date give notice (by telefacsimile telecopy or by telephone confirmed in writing) to the Borrower Representative and each Lender of such determination, whereupon (i) with respect to Loans denominated in Dollars or Canadian Dollars, (x) no Loans may be made or continued as, or converted to, Eurocurrency Rate Eurodollar Loans in the applicable currency, 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 (such notification not to be unreasonably withheld or delayed) and (yii) any Notice of Borrowing or Notice or of Conversion/Continuation Notice given by the Borrower Representative with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower RepresentativeBorrower; provided, and (ii) with respect to Loans denominated in Euros or Other Foreign Currencyhowever, if that, at the Administrative Agent or option of the Borrower Representative so requireBorrower, the Administrative Agent and the Borrower Representative will negotiate in good faith for a period any such Notice of not more than 30 days in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the affected Eurocurrency Rate Loans and, (x) if a substitute basis is agreed within that period between the Administrative Agent and the Borrower Representative, then it shall apply in accordance with its terms (and Borrowing may be retrospective to the beginning of the relevant Interest Period) and (y) unless and until a substitute basis is so agreed, the interest payable to such Lenders on the applicable Eurocurrency Rate Loans for the relevant Interest Period will be the rate notified re-submitted to the Administrative Agent by indicating that Lender to the Borrower is electing a Base Rate Loan, which Loan shall be its cost funded not later than one Business Day after the date of funds (from any source which it may reasonably select) plus the Applicable Margin and, if applicable, Mandatory Costs.such Base Rate Loan Notice of Borrowing in accordance with Section 2.1B.

Inability to Determine Applicable Interest Rate. In the event of any Market Disruption, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower Representative Borrowers and each Lender of such determination, whereupon (i) with respect to Loans denominated in Dollars or Canadian Dollars, (xA) no Loans may be made as, or converted to, Eurocurrency Rate Loans until such time as the Administrative Agent notifies the Borrower Representative Borrowers and Lenders that the circumstances giving rise to such notice no longer exist and (yB) any Borrowing Notice or Conversion/Continuation Notice given by the Borrower Representative Borrowers with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower RepresentativeBorrowers, and (ii) with respect to Loans denominated in Euros Euro or Other Foreign Currency, if the Administrative Agent or the Borrower Representative Borrowers so require, the Administrative Agent and the Borrower Representative Borrowers will negotiate in good faith for a period of not more than 30 thirty (30) days in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the affected Eurocurrency Rate Loans and, (xA) if a substitute basis is agreed within that thirty (30) day period between the Administrative Agent (with the consent of all the Lenders holding such Eurocurrency Loans) and the Borrower RepresentativeBorrowers, then it shall apply in accordance with its terms (and may be retrospective to the beginning of the relevant Interest Period) and (yB) unless and until a substitute basis is so agreed, the interest payable to such Lenders on the applicable Eurocurrency Rate Loans for the relevant Interest Period will be the rate notified to the Administrative Agent by that Lender to be its cost of funds (from any source which it may reasonably select) plus the Applicable Margin and, if applicable, Mandatory Costs.

Inability to Determine Applicable Interest Rate. In If prior to the event commencement of any Interest Period or BA Equivalent Interest Period for a LIBOR Loan or BA Equivalent Loan: (a) the Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the 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 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 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) (each of clauses (a) and (b), a “Market DisruptionDisruption Event”), then the Administrative Agent shall on such date promptly give notice (by telefacsimile or by telephone confirmed in writing) thereof to the Borrower Representative Borrowers’ Agent and each Lender of such determinationthe applicable Lenders by telephone, whereupon (i) with respect facsimile transmission or PDF attachment to Loans denominated in Dollars an e-mail or Canadian Dollarsother electronic communication as promptly as practicable thereafter and, (x) no Loans may be made as, or converted to, Eurocurrency Rate Loans until such time as the Administrative Agent notifies the Borrower Representative Borrowers’ Agent and the Lenders that the circumstances giving rise to such notice no longer exist exist, (i) any Notice of Continuation/Conversion that requests the conversion of any applicable Loan to, or continuation of any such Loan as, a LIBOR Loan or a BA Equivalent Loan, as applicable, shall be ineffective and (A) such Loan shall be converted to or continued as, on the last day of the Interest Period or BA Equivalent Interest Period applicable thereto, or a Canadian Prime Rate Loan, as applicable, and (B) any such Loan denominated in an Alternative Currency, 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 or a BA Equivalent Loan, (A) such Loan 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, 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, 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 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 5.5 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any Borrowing Notice way affect the Agent’s right or Conversion/Continuation Notice given by the Borrower Representative with respect right of the applicable Lenders to provide any additional notices of a Market Disruption Event as provided in this Section 5.5. If the Loans in respect Agent or such Lenders, as applicable, have not confirmed within 10 Business Days after request of which such determination was made confirmation from the Borrowers’ Agent that a Market Disruption Event has occurred, then such Market Disruption Event shall be deemed to be rescinded by the Borrower Representative, and (ii) with respect to Loans denominated in Euros or Other Foreign Currency, if the Administrative Agent or the Borrower Representative so require, the Administrative Agent and the Borrower Representative will negotiate in good faith for a period of not more than 30 days in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the affected Eurocurrency Rate Loans and, (x) if a substitute basis is agreed within that period between the Administrative Agent and the Borrower Representative, then it shall apply in accordance with its terms (and may be retrospective to the beginning of the relevant Interest Period) and (y) unless and until a substitute basis is so agreed, the interest payable to such Lenders on the applicable Eurocurrency Rate Loans for the relevant Interest Period will be the rate notified to the Administrative Agent by that Lender to be its cost of funds (from any source which it may reasonably select) plus the Applicable Margin and, if applicable, Mandatory Costsno longer existing.

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 determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Term SOFR Loans, adequate and fair means do not exist for ascertaining the interest rate applicable to such Term SOFR Loans on the basis provided for in the definition of any Market DisruptionSOFR or Term SOFR, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower Representative and each Lender of such determination, whereupon (i) with respect to Loans denominated in Dollars or Canadian Dollars, (x) no Loans may be made as, or converted to, Eurocurrency Rate 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 exist, (yii) any Borrowing Funding Notice or Conversion/Continuation Notice given by the Borrower Representative with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower Representative, and (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 last day of the then current Interest Period applicable thereto without reference to the Adjusted Term SOFR component of the Base Rate, unless the Borrower prepays such Loans in accordance with this Agreement. If the circumstances described in this Section 3.1(a) occur but only with respect to Loans denominated in Euros or Other Foreign Currencylimited, if but not all, tenors of the then applicable term rate Benchmark (including Term SOFR), then (x) the Administrative Agent or may modify the Borrower Representative so require, the Administrative Agent and the Borrower Representative will negotiate in good faith for a period definition of not more than 30 days in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the affected Eurocurrency Rate Loans and, (x) if a substitute basis is agreed within that period between the Administrative Agent and the Borrower Representative, then it shall apply in accordance with its terms (and may be retrospective to the beginning of the relevant “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) unless and until if a substitute basis tenor that was removed pursuant to clause (x) of this sentence is so agreedsubsequently displayed on a screen or information service for a Benchmark, the interest payable to such Lenders on the applicable Eurocurrency Rate Loans for the relevant Interest Period will be the rate notified to then the Administrative Agent by that Lender may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to be its cost of funds (from any source which it may reasonably select) plus the Applicable Margin and, if applicable, Mandatory Costsreinstate such previously removed tenor.

Inability to Determine Applicable Interest Rate. In (I) If prior to the event commencement of any Interest Period for a Eurocurrency Rate Loan denominated in a currency other than Pounds Sterling or a Bankers’ Acceptance Loan: (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the 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 Lenders of making or maintaining such Loans included for such Interest Period or BA Period (each of clause (a) and (b), a “Market Disruption, Disruption Event”); then the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) thereof to the applicable Borrower Representative and each Lender of such determinationthe applicable Lenders by telephone, whereupon (i) with respect facsimile transmission or PDF attachment to Loans denominated in Dollars or Canadian Dollarsan e-mail as promptly as practicable thereafter and, (x) no Loans may be made as, or converted to, Eurocurrency Rate Loans until such time as the Administrative Agent notifies such Borrower and the Borrower Representative and Lenders that the circumstances giving rise to such notice no longer exist exist, (i) any Funding Notice 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 such Borrower or, failing revocation, shall be ineffective and such Eurocurrency Rate Loan or Bankers’ Acceptance Loan shall be converted to (x) in the case of any Dollar-denominated Borrowing, a Base Rate Loan in Dollars, (y) in the case of Canadian Dollar-denominated Borrowing, a Canadian Prime Rate Loan in Canadian Dollars, or (z) in the case of a Borrowing denominated in a Designated Foreign Currency other than Canadian Dollars or Pounds Sterling, a Borrowing in the applicable currency bearing interest at the Designated Foreign Currency Alternate Rate, in each case on the last day of the Interest Period or BA Period applicable thereto. During any Borrowing Notice period in which a Market Disruption Event is in effect, such Borrower may request that the Administrative Agent or Conversion/Continuation Notice given by the Borrower Representative with respect Requisite Lenders, as applicable, to confirm that the circumstances giving rise to the Loans Market Disruption Event continue to be in respect effect; provided that (A) such 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 2.15 or the failure to provide confirmation of which the continued effectiveness of such determination was made Market 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 such Borrower that a Market Disruption Event has occurred, then such Market Disruption Event shall be deemed to be rescinded by no longer existing. (II) In the Borrower Representative, and (ii) with respect to Loans case of a Eurocurrency Loan denominated in Euros or Other Foreign Currency, if the Administrative Agent or the Borrower Representative so require, the Administrative Agent and the Borrower Representative will negotiate Pounds Sterling, (i) If a U.K. Market Disruption Event occurs in good faith relation to such Loan for a period of not more than 30 days in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the affected Eurocurrency Rate Loans and, (x) if a substitute basis is agreed within that period between the Administrative Agent and the Borrower Representativeany Interest Period, then it shall apply in accordance with its terms (and may be retrospective to the beginning rate of the relevant Interest Period) and (y) unless and until a substitute basis is so agreed, the interest payable to on each Lender's share of such Lenders on the applicable Eurocurrency Rate Loans Loan for the relevant Interest Period will shall be the percentage rate per annum which is the sum of: (A) the Applicable Margin; and (B) the rate notified to the Administrative Agent by that such Lender as soon as practicable and, in any event, by close of business on the date falling three Business Days after the Interest Rate Determination Date, to be that which expresses as a percentage rate per annum the cost to such Lender of funding its cost of funds (participation in such Loan from any whatever source which it may reasonably select, provided that if, (1) plus the Applicable Margin and, if applicable, Mandatory Costs.percentage rate per annum notified by a Lender pursuant to clause (B) above is less than the applicable Adjusted LIBOR rate for the relevant -91-

Inability to Determine Applicable Interest Rate. In the event of any Market Disruption, the Administrative Agent shall on such date give notice (electronically or by telefacsimile or by telephone confirmed in writing) to the Borrower Representative and each Lender of such determination, whereupon (i) with respect to Loans denominated in Dollars or Canadian Dollars, (x) no Loans may be made as, or converted to, Eurocurrency Rate Loans until such time as the Administrative Agent notifies the Borrower Representative and Lenders that the circumstances giving rise to such notice no longer exist and (y) any Borrowing Notice or Conversion/Continuation Notice given by the Borrower Representative with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower Representative, and (ii) with respect to Loans denominated in Euros Euros, Hong Kong Dollars or Other Foreign Currency, if the Administrative Agent or the Borrower Representative so require, the Administrative Agent and the Borrower Representative will negotiate in good faith for a period of not more than 30 days in order to agree on a mutually acceptable substitute basis for calculating the interest payable on US-DOCS\106883637.15 the affected Eurocurrency Rate Loans and, (x) if a substitute basis is agreed within that period between the Administrative Agent and the Borrower Representative, then it shall apply in accordance with its terms (and may be retrospective to the beginning of the relevant Interest Period) and (y) unless and until a substitute basis is so agreed, the interest payable to such Lenders on the applicable Eurocurrency Rate Loans for the relevant Interest Period will be the rate notified confirmed in writing to the Administrative Agent by that Lender to be its cost of funds (from any source which it may reasonably select) plus the Applicable Margin and, if applicable, Mandatory CostsMargin.

Inability to Determine Applicable Interest Rate. In the event that (x) Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate Loans, that by reason of any Market Disruptioncircumstances 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 Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, or (y) Administrative Agent is advised by the Requisite Lenders that the Adjusted Eurodollar Rate 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; in either such case Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower Representative and each Lender of such determination, whereupon (i) with respect to Loans denominated in Dollars or Canadian Dollars, (x) no Loans may be made as, or converted to, Eurocurrency Eurodollar Rate Loans until such time as the Administrative Agent notifies the Borrower Representative and Lenders that the circumstances giving rise to such notice no longer exist exist, and (yii) any Borrowing Funding Notice or Conversion/Continuation Notice given by the Borrower Representative with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower Representative, and (iiiii) with respect to any outstanding Eurodollar Rate Loans denominated in Euros or Other Foreign Currencyshall be converted, if the Administrative Agent or the Borrower Representative so require, the Administrative Agent and the Borrower Representative will negotiate in good faith for a period of not more than 30 days in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the affected Eurocurrency Rate Loans and, (x) if a substitute basis is agreed within that period between the Administrative Agent and the Borrower Representative, then it shall apply in accordance with its terms (and may be retrospective to the beginning last day of the relevant then-current Interest Period) and (y) unless and until a substitute basis is so agreed, the interest payable to such Lenders on the applicable Eurocurrency Base Rate Loans for the relevant Interest Period will be the rate notified to the Administrative Agent by that Lender to be its cost of funds (from any source which it may reasonably select) plus the Applicable Margin and, if applicable, Mandatory CostsLoans.

Inability to Determine Applicable Interest Rate. In the event of any Market Disruption, the Administrative Agent shall on such date give notice (electronically or by telefacsimile or by telephone confirmed in writing) to the Borrower Representative and each Lender of such determination, whereupon (i) with respect to Loans denominated in Dollars or Canadian Dollars, (x) no Loans may be made as, or converted to, Eurocurrency Rate Loans until such time as the Administrative Agent notifies the Borrower Representative and Lenders that the circumstances giving rise to such notice no longer exist and (y) any Borrowing Notice or Conversion/Continuation Notice given by the Borrower Representative with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower Representative, and (ii) with respect to Loans denominated in Euros Euros, Hong Kong Dollars or Other Foreign Currency, if the Administrative Agent or the Borrower Representative so require, the Administrative Agent and the Borrower Representative will negotiate in good faith for a period of not more than 30 days in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the affected Eurocurrency Rate Loans and, (x) if a substitute basis is agreed within that period between the Administrative Agent and the Borrower Representative, then it shall apply in accordance with its terms (and may be retrospective to the beginning of the relevant Interest Period) and (y) unless and until a substitute basis is so agreed, the interest payable to such Lenders on the applicable Eurocurrency Rate Loans for the relevant Interest Period will be the rate notified confirmed in writing to the Administrative Agent by that Lender to be its cost of funds (from any source which it may reasonably select) plus the Applicable Margin and, if applicable, Mandatory CostsMargin.

Inability to Determine Applicable Interest Rate. In (x) If the event commencement of any Market DisruptionInterest Period for a Eurodollar Rate Loan: (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted Eurodollar Rate or the LIBO Rate, as applicable (including because the LIBO Screen Rate is not available or published on a current basis), for such Interest Period; (ii) the Administrative Agent is advised by the Required Lenders that the Adjusted Eurodollar Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; or (iii) the Administrative Agent determines that deposits in Dollars are not being offered to banks in the applicable offshore interbank market for the applicable amount and the Interest Period of such Eurodollar Rate Loans in Dollars; then the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) thereof to the Borrower Representative and each Lender of such determinationthe Lenders by telephone, whereupon (i) with respect to Loans denominated in Dollars telecopy or Canadian Dollarselectronic mail as promptly as practicable thereafter and, (x) no Loans may be made as, or converted to, Eurocurrency Rate 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 exist, which the Administrative Agent agrees to do promptly thereafter, (yA) any Borrowing Notice or Conversion/Continuation Notice given by that requests the conversion of any Loan to, or continuation of any Loan as, a Eurodollar Rate Loan shall be ineffective and (B) if any Funding Notice requests a Eurodollar Rate Loan, such Borrowing shall be made as a Base Rate Loan; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted; provided, further, that, in each case, the Borrower Representative with respect to the Loans in respect of which may revoke any Conversion/Continuation Notice or Funding Notice that is pending when such determination was made shall be deemed to be rescinded by the Borrower Representative, and (ii) with respect to Loans denominated in Euros or Other Foreign Currency, if the Administrative Agent or the Borrower Representative so require, the Administrative Agent and the Borrower Representative will negotiate in good faith for a period of not more than 30 days in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the affected Eurocurrency Rate Loans and, (x) if a substitute basis notice is agreed within that period between the Administrative Agent and the Borrower Representative, then it shall apply in accordance with its terms (and may be retrospective to the beginning of the relevant Interest Period) and (y) unless and until a substitute basis is so agreed, the interest payable to such Lenders on the applicable Eurocurrency Rate Loans for the relevant Interest Period will be the rate notified to the Administrative Agent by that Lender to be its cost of funds (from any source which it may reasonably select) plus the Applicable Margin and, if applicable, Mandatory Costsreceived.