Common use of Inability to Determine Interest Rate; Illegality Clause in Contracts

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (ii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Term Facility that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurodollar Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists), no further Eurodollar Loans under the relevant Term Facility shall be made or continued as such, nor shall the Borrowers have the right to convert Loans under the relevant Term Facility to Eurodollar Loans. (b) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers and to the Administrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the Borrowers. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured Party.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period Period: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility Lender shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or or (ii) the Administrative Agent Lender shall have received notice from the Majority Facility Lenders in respect of the relevant Term Facility determined that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders the Lender (as conclusively certified by such Lendersthe Lender) of making or maintaining their affected its Loans during such Interest Period, then ; the Administrative Agent Lender shall give telecopy or telephonic notice thereof to the Borrowers and the relevant Lenders Borrower as soon as practicable thereafter. If such notice is given pursuant to clause (xi) any or (ii) of this Section 2.8(a) in respect of Eurodollar Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) then any outstanding Eurodollar Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such relevant notice has been withdrawn by the Administrative Agent (which Lender, the Administrative Agent agrees to do promptly once such condition no longer exists), no further Eurodollar Loans under the relevant Term Facility Borrower shall be made or continued as such, nor shall the Borrowers not have the right to convert ABR Loans under the relevant Term Facility to Eurodollar Loans. (b) Notwithstanding If the adoption of or any other provision change in any Requirement of this Agreement, if any Change Law or in Law the interpretation or application thereof shall make it unlawful for any the Lender to make or maintain any Eurodollar Loan or to give effect to its obligations Loans as contemplated hereby with respect to any Eurodollar Loanby this Agreement, then, by written the Lender shall give notice thereof to the Borrowers and to Borrower describing the Administrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration relevant provisions of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar LoansRequirement of Law, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as following which the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all Lender’s outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Loans shall be converted automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the then current Interest Periods with respect to such Loans (or within such earlier period as shall be required by law) to ABR Loans. If any such conversion or prepayment of a Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period then applicable with respect thereto, the Borrower shall pay to the Lender such Eurodollar Loan; in all other cases such notice shall amounts, if any, as may be effective on the date of receipt by the Borrowers. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties required pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured PartySection 2.10.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period Period: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility Lender shall have reasonably determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or or (ii) the Administrative Agent Lender shall have received notice from the Majority Facility Lenders in respect of the relevant Term Facility reasonably determined that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders the Lender (as conclusively certified by such Lendersthe Lender) of making or maintaining their its affected Loans during such Interest Period, then ; the Administrative Agent Lender shall give telecopy or telephonic notice thereof to the Borrowers and the relevant Lenders Borrower as soon as practicable thereafter. If such notice is given pursuant to clause (xi) or (ii) of this Section 2.12(a) in respect of Eurodollar Loans, then any Eurodollar Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans, and the Additional Note and, after the GMAC Termination Date, the Zero Coupon Loans shall be converted to ABR Notes. Until such relevant notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists)Lender, no further Eurodollar Loans under the relevant Term Facility shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert ABR Loans under the relevant Term Facility to Eurodollar LoansLoans or ABR Notes to Eurodollar Notes. (b) Notwithstanding If the adoption of or any other provision change in any Requirement of this Agreement, if any Change Law or in Law the interpretation or application thereof shall make it unlawful for any the Lender to make or maintain any Eurodollar Loan Loans or to give effect to its obligations Eurodollar Notes as contemplated hereby with respect to any Eurodollar Loanby this Agreement, then, by written the Lender shall give notice thereof to the Borrowers and to Borrower describing the Administrative Agent: relevant provisions of such Requirement of Law, following which, (i) such Lender may declare that Eurodollar Loans will not thereafter (for in the duration case of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon any request for a (A) the commitment of the Lender hereunder to make Eurodollar Borrowing (or to convert an ABR Borrowing to a Loans and continue Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan Loans as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as and (B) the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all Lender’s outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Loans shall be converted automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the then current Interest Periods with respect to such Loans (or within such earlier period as shall be required by law) to ABR Loans and (ii) in the case of Eurodollar Notes, the Eurodollar Notes shall be converted automatically on the last day of the then current Interest Period then applicable with respect to such Eurodollar Loan; in all other cases Note (or within such notice shall earlier period as may be effective on the date of receipt required by the Borrowers. (claw) to ABR Notes. If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, such conversion or that any Governmental Authority has asserted that it prepayment of a Eurodollar Loan occurs on a day which is unlawful, for such Secured Party to hold or benefit from a Lien over real property not the last day of the Loan Parties then current Interest Period with respect thereto, the Borrower shall pay to the Lender such amounts, if any, as may be required pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured PartySection 2.16.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period (iwith regard to clauses (a) and (b) of this Section 2.10 only): (a) the Administrative Agent or the Majority Facility Required Lenders in respect of the relevant Term Facility shall have determined (which determination shall shall, absent manifest error, be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or or (iib) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Term Facility that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as as, absent manifest error, conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurodollar Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists), no further Eurodollar Loans under the relevant Term Facility shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Loans under the relevant Term Facility to Eurodollar Loans. (bc) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers Company and to the Administrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause paragraph (ab) abovebelow. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b)above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (bc) a notice to the Borrowers Company by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the BorrowersCompany. (cd) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided provided, that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured Party.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period (i) Period, the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, that (i) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (ii) that such Lender shall incur increased costs or reductions in the Administrative Agent shall have amounts received notice from or receivable hereunder with respect to any Facility because of (x) any change since the Majority Facility Lenders Closing Date in respect any applicable law or governmental rule, regulation, order, guideline or request (whether or not having the force of law) or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order, guideline or request, such as, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the relevant Term Facility Eurodollar Rate and/or (y) other circumstances arising since the Closing Date affecting Lender, the interbank market or the position of such Lender in such market (including that the Eurodollar Rate determined or with respect to be determined for such Interest Period will Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders Majority Facility Lender of funding such Eurodollar Loan), then, such Lender (as conclusively certified or the Administrative Agent, in the case of clause (i) shall promptly give notice (by such Lenderstelephone promptly confirmed in writing) to the Borrower and, except in the case of making or maintaining their affected Loans during such Interest Periodclause (i) above, then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers and the relevant Lenders as soon as practicable thereafterof such determination. If such notice is given (x) any Eurodollar Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists), no further Eurodollar Loans under the relevant Term Facility shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Loans under the relevant Term Facility to Eurodollar Loans. (b) Notwithstanding If any other provision Lender determines that any Requirement of this AgreementLaw has made it unlawful, if or that any Change in Law shall make Governmental Authority has asserted that it unlawful is unlawful, for any Lender or its applicable lending office to make make, maintain or maintain any fund Loans whose interest is determined by reference to the Eurodollar Loan Rate, or to give effect determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to its obligations as contemplated hereby with respect purchase or sell, or to any Eurodollar Loantake deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, then, by written notice to the Borrowers Borrower and to the Administrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon any request for a Borrowing of Eurodollar Borrowing Loans (or to convert an a Borrowing of ABR Loans to Borrowing to a of Eurodollar Borrowing Loans or to continue a Borrowing of Eurodollar Borrowing Loans for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) aboveabove until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for any such Lender to determine or charges interest rates based upon the Eurodollar Rate. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) ), a notice to the Borrowers Borrower by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases cases, such notice shall be effective on the date of receipt by the BorrowersBorrower. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State state thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured Party.

Inability to Determine Interest Rate; Illegality. (a) If Subject to Section 1.8 (which shall apply solely in the circumstances set forth therein), if prior to the first day of any Interest Period (i) the Administrative Agent or the Majority Facility Required Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate for such Interest Period, or (ii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Term Facility that the Eurodollar Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then the Administrative Agent shall give telecopy or telephonic written notice thereof to the Borrowers Borrower Representative and the relevant Lenders as soon as practicable thereafter. If such notice is given Thereafter, (x) any Eurodollar the obligation of the Lenders to make or maintain Eurocurrency Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, suspended and (y) any Loans under in the relevant Term Facility that were event of a determination described in the preceding sentence with respect to have been converted on the first day Eurocurrency component of such Interest Period to Eurodollar Loans the ABR, the utilization of the Eurocurrency Rate component in determining the ABR shall be continued suspended, in each case until such time as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (upon the approval of the Required Lenders which approval the Administrative Agent agrees to do seek promptly once it reasonably believes such condition no longer exists)) revokes such notice. Upon receipt of such notice, no further Eurodollar the Borrower Representative (on behalf of the Borrowers) may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Loans under or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Loans in the relevant Term Facility shall be made or continued as such, nor shall the Borrowers have the right to convert Loans under the relevant Term Facility to Eurodollar Loansamount specified therein. (b) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar Eurocurrency Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Eurocurrency Loan, then, by written notice to the Borrowers Borrower Representative and to the Administrative Agent: (i) any obligation of such Lender may declare that Eurodollar to make or continue Eurocurrency Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration Eurocurrency Loans shall be subsequently withdrawn; suspended, and (ii) if such notice asserts the illegality of such Lender may require that all outstanding Eurodollar Loans made by it be converted to making or maintaining ABR Loans (the interest rate on which is determined by reference to the Eurocurrency Rate component of the ABR, the interest rate on which ABR Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Eurocurrency Rate component of the ABR, in each case of clauses (i) and (ii) until such Lender notifies the Administrative Agent and the Borrower Representative that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), in which event prepay (solely if requirement by a Requirement of Law) or, if applicable, convert all of such Eurodollar Lender’s Eurocurrency Loans shall be automatically converted to ABR Loans as (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the effective date ABR) either on the last day of the Interest Period therefor, if such notice as provided in clause (a) aboveLender may lawfully continue to maintain such Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Eurocurrency Loans that would have been made by such Lender or the converted Eurodollar Eurocurrency Loans of such Lender shall instead be applied to repay the ABR Loans (if applicable) made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Eurocurrency Loans. For purposes of this clause (b) ), a notice to the Borrowers Borrower Representative by any Lender shall be effective as to each Eurodollar Eurocurrency Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Eurocurrency Loan; in all other cases cases, such notice shall be effective on the date of receipt by the BorrowersBorrower Representative. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured Party.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period Period: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility any Lender shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or or (ii) the Administrative Agent any Lender shall have received notice from the Majority Facility Lenders in respect of the relevant Term Facility determined that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders Lender (as conclusively certified by such LendersLender) of making or maintaining their affected Loans during such Interest Period, then the Administrative Agent ; such Lender shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the relevant other Lenders as soon as practicable thereafter. If such notice is given pursuant to clause (xi) or (ii) of this Section 2.9(a) in respect of Eurodollar Loans, then (1) any Eurodollar Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made by the affected Lenders as ABR Loans, (y) any Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z2) any outstanding Eurodollar Loans under of the relevant Term Facility affected Lender, shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such relevant notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists)Lender, no further Eurodollar Loans under by the relevant Term Facility affected Lenders shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert ABR Loans under the relevant Term Facility to Eurodollar Loans. (b) Notwithstanding If the adoption of or any other provision change in any Requirement of this Agreement, if any Change Law or in Law the interpretation or application thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations Loans as contemplated hereby with respect to any Eurodollar Loanby this Agreement, then, by written such Lender shall give notice thereof to the Borrowers and to Borrower describing the Administrative Agent:relevant provisions of such Requirement of Law, following which, (i) such Lender may declare that in the case of Eurodollar Loans will not thereafter Loans, (for A) the duration commitment of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) to make Eurodollar Loans and ABR continue such Eurodollar Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and and (iiB) such Lender may require that all Lender’s outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Loans shall be converted automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the then current Interest Periods with respect to such Loans (or within such earlier period as shall be required by law) to ABR Loans. If any such conversion or prepayment of a Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period then applicable with respect thereto, the Borrower shall pay to such Eurodollar Loan; in all other cases Lender such notice shall amounts, if any, as may be effective on the date of receipt by the Borrowers. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties required pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured PartySection 2.11.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period Accrual Period, (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility Lender shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate LIBOR for such Interest Accrual Period, or (ii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Term Facility that the Eurodollar Rate LIBOR determined or to be determined for such Interest Accrual Period will not adequately and fairly reflect the cost to such Lenders Lender (as conclusively determined and certified by such LendersLender) of making or maintaining their affected Loans Advances during such Interest Accrual Period, then the Administrative Agent such Lender shall give telecopy or telephonic notice thereof to the Borrowers and the relevant Lenders Borrower as soon as practicable thereafter. If such notice is given (x) any Eurodollar Loans under given, the relevant Term Facility requested interest rate with respect to be made on the first day of such Advances for such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Accrual Period, to ABR Loans. Until and for any subsequent Interest Accrual Periods until such notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists)Lender, no further Eurodollar Loans under the relevant Term Facility shall be made or continued a per annum rate (the “Alternative Rate”) equal to a rate determined based on an index approximating the behavior of LIBOR as such, nor shall the Borrowers have the right to convert Loans under the relevant Term Facility to Eurodollar Loansreasonably determined by such Lender. (b) Notwithstanding any other provision of this Agreementherein, if the adoption of or any Change change in Law any Legal Requirement or in the interpretation or application thereof shall make it unlawful for any a Lender to make or maintain any Eurodollar Loan or to give effect to its obligations Advances as contemplated hereby with respect to any Eurodollar Loanby the Loan Documents, then, by written notice to (a) the Borrowers and to the Administrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration commitment of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) to make new Advances and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan Advances as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loanshall forthwith be canceled, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender Advances then outstanding shall be effective as converted automatically to each Eurodollar Loan made by such Lender, if lawful, Alternative Rate Advances on the last day of the then current Interest Accrual Period or within such earlier period as may be required by law. If any such conversion of an Advance occurs on a day which is not the last day of the then applicable current Interest Accrual Period with respect to such Eurodollar Loan; in all other cases Advance, Borrower shall pay to such notice shall Lender such amounts, if any, as may be effective on the date of receipt by the Borrowers. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties required pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured PartySection 3.19.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period Period: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility any Lender shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or or (ii) the Administrative Agent any Lender shall have received notice from the Majority Facility Lenders in respect of the relevant Term Facility determined that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders Lender (as conclusively certified by such LendersLender) of making or maintaining their affected Loans during such Interest Period, then the Administrative Agent ; such Lender shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the relevant other Lenders as soon as practicable thereafter. If such notice is given pursuant to clause (xi) or (ii) of this Section 2.9(a) in respect of Eurodollar Loans, then (1) any Eurodollar Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made by the affected Lenders as ABR Loans, (y) any Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z2) any outstanding Eurodollar Loans under of the relevant Term Facility affected Lender, shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such relevant notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists)Lender, no further Eurodollar Loans under by the relevant Term Facility affected Lenders shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert ABR Loans under the relevant Term Facility to Eurodollar Loans. (b) Notwithstanding If the adoption of or any other provision change in any Requirement of this Agreement, if any Change Law or in Law the interpretation or application thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations Loans as contemplated hereby with respect to any Eurodollar Loanby this Agreement, then, by written notice to the Borrowers and to the Administrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a give notice thereof to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on Borrower describing the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the Borrowers. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit relevant provisions of such security interest to the extent Requirement of such illegality; provided that such determination or disclaimer shall not invalidateLaw, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured Party.following which,

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate for such Interest PeriodPeriod (and the circumstances described in Section 2.16(b) do not apply), or (ii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Term Facility that the Eurodollar Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower Representative and the relevant Lenders as soon as practicable thereafter. If such notice is given Thereafter, (x) any Eurodollar the obligation of the Lenders to make or maintain Eurocurrency Loans under in the relevant Term Facility requested to be made on the first day of such Interest Period affected currency or currencies shall be made as ABR Loans, suspended and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency component of the ABR, the utilization of the Eurocurrency Rate component in determining the ABR shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Facility Lenders) revokes such notice. Upon receipt of such notice, the Borrower Representative (on behalf of the Borrowers) may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Loans under (to the relevant Term Facility that were extent of the affected Eurocurrency Loans or Interest Periods) or, failing that, (A) with respect to a pending request for Loans denominated in Dollars, the Borrower Representative will be deemed to have been converted on such request into a request for a Borrowing of ABR Loans (subject to the first day foregoing clause (y)) in the amount specified therein and (B) with respect to Loans denominated in any Alternative Currency, at the election of the Borrower Representative, (1) such request shall be converted into a request for a Borrowing of ABR Loans denominated in Dollars (subject to the foregoing clause (y)) in the Dollar Amount of the amount specified therein (and, in the case of any outstanding Eurocurrency Loans, regardless of whether such request is made, such Loans will automatically be deemed to be converted to ABR Loans denominated in Dollars in the Dollar Amount of such Loans at the end of the applicable Interest Period Period) or (2) the applicable Borrower shall repay such Eurocurrency Loans (to Eurodollar Loans the extent outstanding) in full at the end of the applicable Interest Period; provided, however that if no such election is made by the Borrower Representative within three days after receipt of such notice, the Borrower Representative shall be continued as ABR Loans and deemed to have elected clause (z1) above. (b) Notwithstanding anything to the contrary in this Agreement or any outstanding Eurodollar Loans under other Loan Document, if the relevant Term Facility Administrative Agent determines (which determination shall be convertedconclusive absent manifest error), on or the last day Borrower Representative or Required Lenders notify the Administrative Agent (with, in the case of the then-current Required Lenders, a copy to the Borrower Representative) that the Borrower Representative or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to ABR Loans. Until be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans; provided that, at the time of such notice has been withdrawn statement, there is no successor administrator that is satisfactory to the Administrative Agent that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 2.16, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent (which or receipt by the Administrative Agent agrees of such notice, as applicable, the Administrative Agent and the Borrower Representative may amend this Agreement solely for the purpose of replacing LIBOR in accordance with this Section 2.16 with (x) one or more SOFR-Based Rates or (y) another alternate benchmark rate giving due consideration to do any evolving or then existing convention for similar U.S. dollar (or, with respect to the benchmark of another applicable currency, such applicable currency) denominated syndicated credit facilities for such alternative benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar (or, with respect to the benchmark of another applicable currency, such applicable currency) denominated syndicated credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated (the “Adjustment;” and any such proposed rate, a “LIBOR Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders (A) in the case of an amendment to replace LIBOR with a rate described in clause (x), object to the Adjustment; or (B) in the case of an amendment to replace LIBOR with a rate described in clause (y), object to such amendment; provided that for the avoidance of doubt, in the case of clause (A), the Required Lenders shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower Representative. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly once such condition so notify the Borrower Representative and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Loans shall be suspended (to the extent of the affected Eurocurrency Loans or Interest Periods), and (y) the Eurocurrency Rate component shall no longer existsbe utilized in determining ABR. Upon receipt of such notice, the Borrower Representative (on behalf of the Borrowers) may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Loans (to the extent of the affected Eurocurrency Loans or Interest Periods) or, failing that, (A) with respect to a pending request for Loans denominated in Dollars, the Borrower Representative will be deemed to have converted such request into a request for a Borrowing of ABR Loans (subject to the foregoing clause (y)) in the amount specified therein and (B) with respect to Loans denominated in any Alternative Currency, no further Eurodollar Loans under at the relevant Term Facility election of the Borrower Representative, (1) such request shall be converted into a request for a Borrowing of ABR Loans denominated in Dollars (subject to the foregoing clause (y)) in the Dollar Amount of the amount specified therein (and, in the case of any outstanding Eurocurrency Loans, regardless of whether such request is made, such Loans will automatically be deemed to be converted to ABR Loans denominated in Dollars in the Dollar Amount of such Loans at the end of the applicable Interest Period) or (2) the applicable Borrower shall repay such Eurocurrency Loans (to the extent outstanding) in full at the end of the applicable Interest Period; provided, however that if no such election is made or continued as suchby the Borrower Representative within three days after receipt of such notice, nor the Borrower Representative shall be deemed to have elected clause (1) above. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement. In connection with the Borrowers implementation of a LIBOR Successor Rate, the Administrative Agent will have the right to convert Loans under make LIBOR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the relevant Term Facility contrary herein or in any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to Eurodollar Loansthis Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such LIBOR Successor Conforming Changes to the Lenders reasonably promptly after such amendment becomes effective. (bc) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar Eurocurrency Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Eurocurrency Loan, then, by written notice to the Borrowers Borrower Representative and to the Administrative Agent: (i) any obligation of such Lender may declare that Eurodollar to make or continue Eurocurrency Loans will not thereafter (for in the duration of such unlawfulness) be made by such Lender hereunder (affected currency or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (currencies or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration Eurocurrency Loans shall be subsequently withdrawn; suspended and (ii) if such notice asserts the illegality of such Lender may require that all outstanding Eurodollar Loans made by it be converted to making or maintaining ABR Loans (the interest rate on which is determined by reference to the Eurocurrency Rate component of the ABR, the interest rate on which ABR Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Eurocurrency Rate component of the ABR, in each case of clauses (i) and (ii) until such Lender notifies the Administrative Agent and the Borrower Representative that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, (I) if applicable and such Loans are denominated in Dollars, convert all of such Lender’s Eurocurrency Loans to ABR Loans (the interest rate on which event all ABR Loans of such Eurodollar Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the ABR) or (II) if applicable and such Loans are denominated in an Alternative Currency, the interest rate with respect to such Loans shall be automatically converted determined by an alternative rate mutually acceptable to ABR Loans as the Borrowers and the Lenders, either on the last day of the effective date of Interest Period therefor, if such notice as provided in clause (a) aboveLender may lawfully continue to maintain such Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Eurocurrency Loans that would have been made by such Lender or the converted Eurodollar Eurocurrency Loans of such Lender shall instead be applied to repay the ABR Loans (if applicable) made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Eurocurrency Loans. For purposes of this clause (b) ), a notice to the Borrowers Borrower Representative by any Lender shall be effective as to each Eurodollar Eurocurrency Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Eurocurrency Loan; in all other cases cases, such notice shall be effective on the date of receipt by the BorrowersBorrower Representative. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured Party.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (ii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Term Facility that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurodollar Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists), no further Eurodollar Loans under the relevant Term Facility shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Loans under the relevant Term Facility to Eurodollar Loans. (b) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers Borrower and to the Administrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers Borrower by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the BorrowersBorrower. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured Party.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period Period: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersCompany) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate (including because the Eurocurrency Screen Rate is not available or published on a current basis) for such Interest Period, or or (ii) the Administrative Agent shall have received notice from the Majority RequiredMajority Facility Lenders in respect of the relevant Term Facility that the Eurodollar Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then or (iii) the Administrative Agent determines (which determination shall be conclusive and binding upon the Company) that deposits in Dollars are not generally available in the applicable market; the Administrative Agent shall give telecopy or telephonic notice (followed promptly by written notice) thereof to the Borrowers Company and the relevant Lenders as soon as practicable thereafter. If such notice is given pursuant to clause (xi) or (ii) of this Section 2.12(a) in respect of Eurocurrency Loans, then (1) any Eurodollar Eurocurrency Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y2) any ABR Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Eurocurrency Loans shall be continued as ABR Loans and (z3) any outstanding Eurodollar Eurocurrency Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists), no further Eurodollar Loans under the relevant Term Facility shall be made or continued as such, nor shall the Borrowers have the right to convert Loans under the relevant Term Facility to Eurodollar Loans. (b) Notwithstanding If the adoption of or any other provision change in any Requirement of this Agreement, if any Change Law or in Law the interpretation or application thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations Eurocurrency Loans as contemplated hereby with respect to any Eurodollar Loanby this Agreement, then, by written such Lender shall give notice to the Borrowers and thereof to the Administrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for Agent and the duration Company describing the relevant provisions of such unlawfulnessRequirement of Law (and, if the Company shall so request, provide the Company with a memorandum or opinion of counsel of recognized standing (as selected by such Lender) be made by as to such illegality), following which, in the case of Eurocurrency Loans, (A) the commitment of such Lender hereunder (or be continued for additional Interest Periods) to make Eurocurrency Loans, continue such Eurocurrency Loans as such and convert ABR Loans will not thereafter to Eurocurrency Loans shall forthwith be cancelled and (for such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (iiB) such Lender may require that all Lender’s outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Eurocurrency Loans shall be converted automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the then current Interest Periods with respect to such Loans (or within such earlier period as shall be required by law) to ABR Loans. If any such conversion or prepayment of a Eurocurrency Loan occurs on a day which is not the last day of the then current Interest Period then applicable with respect thereto, the Company shall pay to such Eurodollar Loan; in all other cases Lender such notice shall amounts, if any, as may be effective on the date of receipt by the Borrowersrequired pursuant to Section 2.16. (c) If at any Secured Party determines, acting reasonably, time the Company notifies the Administrative Agent that any applicable law the Company has determined or the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of the Eurocurrency Screen Rate has made a public statement that the administrator of the Eurocurrency Screen Rate is insolvent (and there is no successor administrator that will continue publication of the Eurocurrency Screen Rate), (x) the administrator of the Eurocurrency Screen Rate has made a public statement identifying a specific date after which the Eurocurrency Screen Rate will permanently or indefinitely cease to be published by it unlawful(and there is no successor administrator that will continue publication of the Eurocurrency Screen Rate), (y) the supervisor for the administrator of the Eurocurrency Screen Rate has made a public statement identifying a specific date after which the Eurocurrency Screen Rate will permanently or that any indefinitely cease to be published or (z) the supervisor for the administrator of the Eurocurrency Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has asserted that it is unlawfulmade a public statement identifying a specific date after which the Eurocurrency Screen Rate may no longer be used for determining interest rates for loans, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify then the Administrative Agent and disclaim any benefit the Company shall endeavor to establish an alternate rate of such security interest to the extent Eurocurrency Rate (which, for the avoidance of doubt, may include a positive or negative adjustment that may enable the parties hereto to mitigate some of the differences between the Eurocurrency Rate and the alternate rate of interest) that gives due consideration to the then prevailing market convention and/or any selection or recommendation by the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto, in each case, for determining a rate of interest for syndicated loans in the United States at such illegalitytime, 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 change in the Applicable Margin); provided that that, if such determination or disclaimer alternate rate of interest as so determined would be less than zero, such rate shall not invalidate, render unenforceable or otherwise affect in any manner such Lien be deemed to be zero for the benefit purposes of this Agreement. Notwithstanding anything to the contrary in Section 10.1, such amendment shall become effective, with respect to any relevant Facility, without any further action or consent of any other Secured Partyparty to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date a copy of such proposed amendment is provided to the Lenders, a written notice from the RequiredMajority Facility Lenders in respect of such Facility stating that such RequiredMajority Facility Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (c) (but, in the case of the circumstances described in clause (ii)(w), clause (ii)(x) or clause (ii)(y) of the first sentence of this Section 2.12(c), only to the extent the Eurocurrency Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any interest election request pursuant to Section 2.8 that requests the conversion of any Loan to, or continuation of any Loan as, a Eurocurrency Loan shall be ineffective and (y) if any request for a Loan pursuant to Section 2.2 constitutes a request for a Eurocurrency Loan, such Loan shall be made as an ABR Loan.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period (i) Period, the Administrative Agent or the the(a) Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) thatthat such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Facility because of (x) any change since the Closing Date in any applicable law or governmental rule, by reason regulation, order, guideline or request (whether or not having the force of law) or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order, guideline or request, such as, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of Term SOFR and/or (y) other circumstances arising since the Closing Date affecting Lender, the relevant market, adequate and reasonable means do not exist for ascertaining interbank market or the Eurodollar Rate for position of such Interest Period, or Lender in such market (ii) the Administrative Agent shall have received notice from the Majority Facility Lenders in including that Term SOFR with respect of the relevant to such Term Facility that the Eurodollar Rate determined or to be determined for such Interest Period will SOFR Loan does not adequately and fairly reflect the cost to such Lenders Majority Facility Lender of funding such Term SOFR Loan), then, such Lender (as conclusively certified or the Administrative Agent, in the case of clause (i) shall - 81- promptly give notice (by such Lenderstelephone promptly confirmed in writing) to the Company Borrower and, except in the case of making or maintaining their affected Loans during such Interest Periodclause (i) above, then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers and the relevant Lenders as soon as practicable thereafterof such determination. If such notice is given (x) any Eurodollar Term SOFR Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Term SOFR Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Term SOFR Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists), no further Eurodollar Term SOFR Loans under the relevant Term Facility shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Loans under the relevant Term Facility to Eurodollar Term SOFR Loans. (b. If any Lender determines that any Requirement of Law has made it unlawful, or(b) Notwithstanding that any other provision of this AgreementGovernmental Authority has asserted that it is unlawful, if any Change in Law shall make it unlawful for any Lender or its applicable lending office to make make, maintain or maintain any Eurodollar Loan fund Loans whose interest is determined by reference to Term SOFR , or to give effect determine or charge interest rates based upon Term SOFR , or any Governmental Authority has imposed material restrictions on the authority of such Lender to its obligations as contemplated hereby with respect purchase or sell, or to any Eurodollar Loantake deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, then, by written notice to the Borrowers Company Borrower and to the Administrative Agent: (i) : such Lender Xxxxxx may declare that Eurodollar Term SOFR Loans will not thereafter (for the the(i) duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Term SOFR Loans, whereupon any request for a Eurodollar Borrowing of Term SOFR Loans (or to convert an a Borrowing of ABR Loans to Borrowing to a Eurodollar Borrowing of Term SOFR Loans or to continue a Eurodollar Borrowing of Term SOFR Loans for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Term SOFR Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) and such Lender may require that all outstanding Eurodollar Term SOFR Loans made by it be be(ii) converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate Term SOFR component of the ABR), in which event all such Eurodollar Term SOFR Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) aboveabove until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for any such Lender to determine or charge interest rates based upon Term SOFR. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Term SOFR Loans that would have been made by such Lender or the converted Eurodollar Term SOFR Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Term SOFR Loans. For purposes of this clause (b) ), a notice to the Borrowers Company Borrower by any Lender shall be effective as to each Eurodollar Term SOFR Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Term SOFR Loan; in all other cases cases, such notice shall be effective on the date of receipt by the Borrowers. (c) Company Borrower. If any Secured Party determines, acting reasonably, that any applicable law has has(c) made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured Party.- 82-

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period Period: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility any Lender shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or or (ii) the Administrative Agent any Lender shall have received notice from the Majority Facility Lenders in respect of the relevant Term Facility determined that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders Lender (as conclusively certified by such LendersLender) of making or maintaining their affected Loans during such Interest Period, then the Administrative Agent ; such Lender shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the relevant other Lenders as soon as practicable thereafter. If such notice is given pursuant to clause (xi) or (ii) of this Section 2.8(a) in respect of Eurodollar Loans, then (1) any Eurodollar Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made by the affected Lenders as ABR Loans, (y) any Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z2) any outstanding Eurodollar Loans under of the relevant Term Facility affected Lender, shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such relevant notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists)Lender, no further Eurodollar Loans under by the relevant Term Facility affected Lenders shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert ABR Loans under the relevant Term Facility to Eurodollar Loans. (b) Notwithstanding If the adoption of or any other provision change in any Requirement of this Agreement, if any Change Law or in Law the interpretation or application thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations Loans as contemplated hereby with respect to any Eurodollar Loanby this Agreement, then, by written such Lender shall give notice thereof to the Borrowers and to Borrower describing the Administrative Agent: relevant provisions of such Requirement of Law, following which, (i) such Lender may declare that in the case of Eurodollar Loans will not thereafter Loans, (for A) the duration commitment of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) to make Eurodollar Loans and ABR continue such Eurodollar Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and and (iiB) such Lender may require that all Lender’s outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Loans shall be converted automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the then current Interest Periods with respect to such Loans (or within such earlier period as shall be required by law) to ABR Loans. If any such conversion or prepayment of a Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period then applicable with respect thereto, the Borrower shall pay to such Eurodollar Loan; in all other cases Lender such notice shall amounts, if any, as may be effective on the date of receipt by the Borrowers. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties required pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured PartySection 2.10.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period Period: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersCompany or the relevant Subsidiary Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate for such Interest Period, or or (ii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Term Facility that the Eurodollar Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then or (iii) the Administrative Agent determines (which determination shall be conclusive and binding upon the Company or the relevant Subsidiary Borrower) that deposits in the applicable Currency are not generally available in the applicable market (any Optional Currency affected by the circumstances described in clause (i), (ii) or (iii) is referred to as an “Affected Foreign Currency”); the Administrative Agent shall give telecopy or telephonic notice (followed promptly by written notice) thereof to the Borrowers Company and any relevant Subsidiary Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (xA) pursuant to clause (i) or (ii) of this Section 2.23(a) in respect of Eurocurrency Loans denominated in Dollars, then (1) any Eurodollar Eurocurrency Loans denominated in Dollars under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y2) any ABR Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Eurocurrency Loans denominated in Dollars under the relevant Facility shall be continued as ABR Loans and (ziii) any outstanding Eurodollar Eurocurrency Loans denominated in Dollars under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, to ABR LoansLoans and (B) in respect of any Multicurrency Revolving Loans denominated in an Optional Currency, then (1) any Multicurrency Revolving Loans in an Affected Foreign Currency requested to be made on the first day of such Interest Period shall not be made and (2) any outstanding Multicurrency Revolving Loans in an Affected Foreign Currency shall be converted into Eurocurrency Loans denominated in Dollars. Until such relevant notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists)Agent, no further Eurodollar Eurocurrency Loans denominated in Dollars under the relevant Term Facility or Multicurrency Revolving Loans in an Affected Foreign Currency shall be made or continued as such, nor shall the Borrowers Company or any Subsidiary Borrower have the right to convert ABR Loans under the relevant Term Facility to Eurodollar LoansEurocurrency Loans denominated in Dollars. (b) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers and to the Administrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the Borrowers. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured Party.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period Period: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersCompany or relevant Subsidiary Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate for such Interest Period, or ; (ii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Term such Facility that the Eurodollar Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period; or (iii) the Administrative Agent determines (which determination shall be conclusive and binding upon the Company or the relevant Subsidiary Borrower) that deposits in the applicable Currency are not generally available in the applicable market (any Optional Currency affected by the circumstances described in clause (i), then (ii) or (iii) is referred to as an “Affected Foreign Currency”); the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Company and any relevant Subsidiary Borrower and the relevant Lenders as soon as practicable thereafter. If any such notice is given (xA) pursuant to clause (i) or (ii) of this Section 2.19(a) in respect of Eurocurrency Loans denominated in Dollars, then thereafter (and until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist) (such notice to be given promptly upon the Administrative Agent becoming aware of such change in circumstances) (1) any Eurodollar such Eurocurrency Loans denominated in Dollars under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y2) any ABR Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Eurocurrency Loans denominated in Dollars shall be continued as ABR Loans and Loans, (z3) any outstanding Eurodollar Eurocurrency Loans under the relevant Term Facility denominated in Dollars shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until , (4) any Multicurrency Loans denominated in an Optional Currency requested to be made on the first day of such notice has been withdrawn by Interest Period shall not be made and (5) any outstanding Multicurrency Loans denominated in an Optional Currency shall be converted to or be made as Alternate Rate Loans (and any request set forth in such interest rate election shall be deemed to be a request for such Multicurrency Loans to be converted to or be made as Alternate Rate Loans) and (B) in respect of any Multicurrency Loans denominated in an Optional Currency, then thereafter (and until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist) (which such notice to be given promptly upon the Administrative Agent agrees becoming aware of such change in circumstances) if such notice is given pursuant to do promptly once such condition no longer exists)clause (iii) above, no further Eurodollar any Multicurrency Loans under the relevant Term Facility shall in an Affected Foreign Currency requested to be made or continued as such, nor on the first day of such Interest Period shall the Borrowers have the right to convert Loans under the relevant Term Facility to Eurodollar Loansnot be made. (b) Notwithstanding If the adoption of or any other provision change in any Requirement of this AgreementLaw or in the interpretation or application thereof, if any Change in Law each case, made subsequent to the Closing Date, shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations Eurocurrency Loans as contemplated hereby with respect to any Eurodollar Loanby this Agreement, then, by written such Lender shall give notice to the Borrowers and thereof to the Administrative Agent: , the Company and any affected Subsidiary Borrower 509265-1725-14038-Active.16362140 describing the relevant provisions of such Requirement of Law (and, if the Company shall request, provide the Company with a memorandum or opinion of counsel of recognized standing (as selected by such Lender) as to such illegality), following which, (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration commitment of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) to make Eurocurrency Loans denominated in Dollars, continue such Eurocurrency Loans as such and convert ABR Loans will not thereafter (for such duration) to Eurocurrency Loans denominated in Dollars shall forthwith be converted into Eurodollar Loanscancelled, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all Lender’s outstanding Eurodollar Eurocurrency Loans made by it denominated in Dollars shall be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the then current Interest Periods with respect to such Loans (or within such earlier period as shall be required by law) to ABR Loans and (iii) such Lender’s outstanding Eurocurrency Loans denominated in any Optional Currency shall be paid in full by the applicable Borrower on the respective last days of the then current Interest Periods with respect to such Loans (or within such earlier period as may be required by law). If any such conversion or prepayment of a Eurocurrency Loan occurs on a day which is not the last day of the then current Interest Period then applicable with respect thereto, the Company or relevant Subsidiary Borrower shall pay to any Lender whose Loan is converted or prepaid such Eurodollar Loan; in all other cases such notice shall amounts, if any, as may be effective on the date of receipt by the Borrowers. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties required pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured PartySection 2.23.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (ii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Term Facility that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower Representative and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurodollar Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists), no further Eurodollar Loans under the relevant Term Facility shall be made or continued as such, nor shall the Borrowers Borrower Representative have the right to convert Loans under the relevant Term Facility to Eurodollar Loans. (b) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers Borrower Representative and to the Administrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing Loan (or to convert an ABR Borrowing Loan to a Eurodollar Borrowing Loan or to continue a Eurodollar Borrowing Loan for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) ), a notice to the Borrowers Borrower Representative by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases cases, such notice shall be effective on the date of receipt by the BorrowersBorrower Representative. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured Party.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate for such Interest PeriodPeriod (and the circumstances described in Section 2.16(b) do not apply), or (ii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Term Facility that the Eurodollar Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower Representative and the relevant Lenders as soon as practicable thereafter. If such notice is given Thereafter, (x) any Eurodollar the obligation of the Lenders to make or maintain Eurocurrency Loans under in the relevant Term Facility requested to be made on the first day of such Interest Period affected currency or currencies shall be made as ABR Loans, suspended and (y) any Loans under in the relevant Term Facility that were event of a determination described in the preceding sentence with respect to have been converted on the first day Eurocurrency component of such Interest Period to Eurodollar Loans the ABR, the utilization of the Eurocurrency Rate component in determining the ABR shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Term Facility shall be convertedsuspended, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by in each case until the Administrative Agent (which upon the Administrative Agent agrees instruction of the Majority Facility Lenders) revokes such notice. Upon receipt of such notice, the Borrower Representative (on behalf of the Borrowers) may revoke any pending request for a Borrowing of, conversion to do promptly once or continuation of Eurocurrency Loans (to the extent of the affected Eurocurrency Loans or Interest Periods) or, failing that, (A) with respect to a pending request for Loans denominated in Dollars, the Borrower Representative will be deemed to have converted such condition no longer existsrequest into a request for a Borrowing of ABR Loans (subject to the foregoing clause (y)) in the amount specified therein and (B) with respect to Loans denominated in any Alternative Currency, no further Eurodollar Loans under at the relevant Term Facility election of the Borrower Representative, (1) such request shall be converted into a request for a Borrowing of ABR Loans denominated in Dollars (subject to the foregoing clause (y)) in the Dollar Amount of the amount specified therein (and, in the case of any outstanding Eurocurrency Loans, regardless of whether such request is made, such Loans will automatically be deemed to be converted to ABR Loans denominated in Dollars in the Dollar Amount of such Loans at the end of the applicable Interest Period) or (2) the applicable Borrower shall repay such Eurocurrency Loans (to the extent outstanding) in full at the end of the applicable Interest Period; provided, however that if no such election is made or continued as suchby the Borrower Representative within three days after receipt of such notice, nor the Borrower Representative shall the Borrowers be deemed to have the right to convert Loans under the relevant Term Facility to Eurodollar Loanselected clause (1) above. (b) Notwithstanding anything to the contrary in this Agreement or any other provision of this AgreementLoan Document, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers and to the Administrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABRdetermines (which determination shall be conclusive absent manifest error), in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, Borrower Representative or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the Borrowers. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may Required Lenders notify the Administrative Agent and disclaim any benefit (with, in the case of such security interest the Required Lenders, a copy to the extent of such illegality; provided Borrower Representative) that such determination the Borrower Representative or disclaimer shall not invalidateRequired Lenders (as applicable) have determined, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured Party.that:

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period Period: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersCompany or relevant Subsidiary Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate for such Interest Period, or ; (ii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Term such Facility that the Eurodollar Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period; or (iii) the Administrative Agent determines (which determination shall be conclusive and binding upon the Company or the relevant Subsidiary Borrower) that deposits in the applicable Currency are not generally available in the applicable market (any Optional Currency affected by the circumstances described in clause (i), then (ii) or (iii) is referred to as an “Affected Foreign Currency”); the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Company and any relevant Subsidiary Borrower and the relevant Lenders as soon as practicable thereafter. If any such notice is given (xA) pursuant to clause (i) or (ii) of this Section 2.21(a) in respect of Eurocurrency Loans denominated in Dollars, then thereafter (and until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist) (such notice to be given promptly upon the Administrative Agent becoming aware of such change in circumstances) (1) any Eurodollar such Eurocurrency Loans denominated in Dollars under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y2) any ABR Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Eurocurrency Loans denominated in Dollars shall be continued as ABR Loans and Loans, (z3) any outstanding Eurodollar Eurocurrency Loans under the relevant Term Facility denominated in Dollars shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until , (4) any L/C Tranche Loans or Multicurrency Loans denominated in an Optional Currency requested to be made on the first day of such notice has been withdrawn by Interest Period shall not be made and (5) any outstanding L/C Tranche Loans or Multicurrency Loans denominated in an Optional Currency shall be converted to or be made as Alternate Rate Loans (and any request set forth in such interest rate election shall be deemed to be a request for such L/C Tranche Loans or Multicurrency Loans to be converted to or be made as Alternate Rate Loans) and (B) in respect of any L/C Tranche Loans or Multicurrency Loans denominated in an Optional Currency, then thereafter (and until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist) (which such notice to be given promptly upon the Administrative Agent agrees becoming aware of such change in circumstances) if such notice is given pursuant to do promptly once such condition no longer exists)clause (iii) above, no further Eurodollar any L/C Tranche Loans under the relevant Term Facility shall or Multicurrency Loans in an Affected Foreign Currency requested to be made or continued as such, nor on the first day of such Interest Period shall the Borrowers have the right to convert Loans under the relevant Term Facility to Eurodollar Loansnot be made. (b) Notwithstanding If the adoption of or any other provision change in any Requirement of this AgreementLaw or in the interpretation or application thereof, if any Change in Law each case, made subsequent to the Closing Date, shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations Eurocurrency Loans as contemplated hereby with respect to any Eurodollar Loanby this Agreement, then, by written such Lender shall give notice to the Borrowers and thereof to the Administrative Agent: , the Company and any affected Subsidiary Borrower describing the relevant provisions of such Requirement of Law (and, if the Company shall request, provide the Company with a memorandum or opinion of counsel of recognized standing (as selected by such Lender) as to such illegality), following which, (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration commitment of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) to make Eurocurrency Loans denominated in Dollars, continue such Eurocurrency Loans as such and convert ABR Loans will not thereafter (for such duration) to Eurocurrency Loans denominated in Dollars shall forthwith be converted into Eurodollar Loanscancelled, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all Lender’s outstanding Eurodollar Eurocurrency Loans made by it denominated in Dollars shall be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the then current Interest Periods with respect to such Loans (or within such earlier period as shall be required by law) to ABR Loans and (iii) such Lender’s outstanding Eurocurrency Loans denominated in any Optional Currency shall be paid in full by the applicable Borrower on the respective last days of the then current Interest Periods with respect to such Loans (or within such earlier period as may be required by law). If any such conversion or prepayment of a Eurocurrency Loan occurs on a day which is not the last day of the then current Interest Period then applicable with respect thereto, the Company or relevant Subsidiary Borrower shall pay to any Lender whose Loan is converted or prepaid such Eurodollar Loan; in all other cases such notice shall amounts, if any, as may be effective on the date of receipt by the Borrowers. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties required pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured PartySection 2.25.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period Period: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (ii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Term Facility that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurodollar Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, unless the Borrower withdraws its request on or before 2:00 p.m., Dallas, Texas time, on the Business Day next preceding the first day of the proposed Interest Period, (y) any Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Term Facility shall be converted, on the last first day of the then-current such Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists)Agent, no further Eurodollar Loans under the relevant Term Facility shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Loans under the relevant Term Facility to Eurodollar Loans. (b) Notwithstanding any other provision of this Agreement, if if, after the date hereof, any Change change in any Requirement of Law or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers Borrower and to the Administrative Agent: Agent such Lender may: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) Periods and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans), whereupon any request for a Eurodollar Borrowing Eurodollars (or to convert an ABR Borrowing Loans to a Eurodollar Borrowing Loans or to continue a Eurodollar Borrowing Loans for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn); and and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR)Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) abovebelow. In the event any Lender shall exercise its rights under paragraphs clause (i) or (ii) of this clause (bSection 4.7(B), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) Section 4.7(B), a notice to the Borrowers Borrower by any Lender shall be effective as to each Eurodollar Loan made by such LenderLoan, if lawful, on the last day of the Interest Period then currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the BorrowersBorrower. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured Party.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of on any Interest Period Business Day: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersCompany) that, that by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, Daily Simple RFR or RFR, (ii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Term Facility that the Eurodollar Rate determined Daily Simple RFR or to be determined for such Interest Period RFR, as applicable, will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Periodas a result of adoption of or any change in any Requirement of Law or in the interpretation or application thereof after the ThirdFourth Amendment Effective Date, then or (iii) the Administrative Agent determines (which determination shall be conclusive and binding upon the Company) that deposits in Dollars are not generally available in the applicable market; the Administrative Agent shall give telecopy or telephonic notice (followed promptly by written notice) thereof to the Borrowers Company and the relevant Lenders as soon as practicable thereafter. If such notice is given pursuant to clause (xi)(i) or (ii)(ii) of this Section 2.12(a) in respect of RFR Loans, then (1) (1) any Eurodollar RFR Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y2) (2) any ABR Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar RFR Loans shall be continued as ABR Loans and (z3) (3) any outstanding Eurodollar RFR Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, converted to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists), no further Eurodollar Loans under the relevant Term Facility shall be made or continued as such, nor shall the Borrowers have the right to convert Loans under the relevant Term Facility to Eurodollar Loans. (b) Notwithstanding If the adoption of or any other provision change in any Requirement of this Agreement, if any Change Law or in Law the interpretation or application thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations RFR Loans as contemplated hereby with respect to any Eurodollar Loanby this Agreement, then, by written such Lender shall give notice to the Borrowers and thereof to the Administrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for Agent and the duration Company describing the relevant provisions of such unlawfulnessRequirement of Law (and, if the Company shall so request, provide the Company with a memorandum or opinion of counsel of recognized standing (as selected by such Lender) be made by as to such illegality), following which, in the case of RFR Loans, (A) (A) the commitment of such Lender hereunder (or be continued for additional Interest Periods) to make RFR Loans and convert ABR Loans will not thereafter to RFR Loans shall forthwith be cancelled and (for such durationB) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (iiB) such Lender may require that all Lender’s outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar RFR Loans shall be converted automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the Borrowers. (c) If at any Secured Party determinestime the Company notifies the Administrative Agent that the Company has determined or the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary, acting reasonably(ii) the circumstances set forth in clause (a)(ii) have arisen or (iii) the circumstances set forth in clause (a)(i) have not arisen but a Benchmark Transition Event has occurred, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify then the Administrative Agent and disclaim any benefit the Company shall endeavor to establish an alternate rate of such security interest to the extent relevant Benchmark (which, for the avoidance of doubt, may include a positive or negative adjustment that may enable the parties hereto to mitigate some of the differences between the relevant Benchmark, as applicable, and the alternate rate of interest) that gives due consideration to the then prevailing market convention and/or any selection or recommendation by the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto, in each case, for determining a rate of interest for syndicated loans in the United States at such illegalitytime, 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 change in the Applicable Margin); provided that that, if such determination or disclaimer alternate rate of interest as so determined would be less than zero, such rate shall not invalidate, render unenforceable or otherwise affect in any manner such Lien be deemed to be zero for the benefit purposes of this Agreement. Notwithstanding anything to the contrary in Section 10.110.1, such amendment shall become effective, with respect to any relevant Facility, without any further action or consent of any other Secured Partyparty to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date a copy of such proposed amendment is provided to the Lenders, a written notice from the Majority Facility Lenders in respect of such Facility stating that such Majority Facility Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (c) (c) (x) any interest election request pursuant to Section 2.8 2.8 that requests the conversion of any Loan to an RFR Loan shall be ineffective and (y) if any request for a Loan pursuant to Section 2.2 2.2 constitutes a request for an RFR Loan, such Loan shall be made as an ABR Loan.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period (i) Period, the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) thatthat such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Facility because of (x) any change since the Closing Date in any applicable law or governmental rule, by reason regulation, order, guideline or request (whether or not having the force of circumstances affecting law) or in the relevant marketinterpretation or administration thereof and including the introduction of any new law or governmental rule, adequate and reasonable means do regulation, order, guideline or request, such as, but not exist for ascertaining limited to, a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate for and/or (y) other circumstances arising since the Closing Date affecting Lender, the interbank market or the position of such Interest Period, or Lender in such market (ii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Term Facility including that the Eurodollar Rate determined or with respect to be determined for such Interest Period will Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders Majority Facility Lender of funding such Eurodollar Loan), then, such Lender (as conclusively certified or the Administrative Agent, in the case of clause (i) shall promptly give notice (by such Lenderstelephone promptly confirmed in writing) to the Company Borrower and, except in the case of making or maintaining their affected Loans during such Interest Periodclause (i) above, then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers and the relevant Lenders as soon as practicable thereafterof such determination. If such notice is given (x) any Eurodollar Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists), no further Eurodollar Loans under the relevant Term Facility shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Loans under the relevant Term Facility to Eurodollar Loans. (b) Notwithstanding If any other provision Lender determines that any Requirement of this AgreementLaw has made it unlawful, if or that any Change in Law shall make Governmental Authority has asserted that it unlawful is unlawful, for any Lender or its applicable lending office to make make, maintain or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers and to the Administrative Agent: (i) such Lender may declare that Eurodollar fund Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans (the whose interest rate on which shall, if necessary to avoid illegality, be is determined by the Administrative Agent without reference to the Eurodollar Rate component of Rate, or to determine or charge interest rates based upon the ABR)Eurodollar Rate, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of or any Governmental Authority has imposed material restrictions on the effective date authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made thereof by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the Borrowers.Borrower through -77- (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured Party.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period Period: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersCompany or relevant Subsidiary Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate for such Interest Period, or ; (ii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Term such Facility that the Eurodollar Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period; or (iii) the Administrative Agent determines (which determination shall be conclusive and binding upon the Company or the relevant Subsidiary Borrower) that deposits in the applicable Currency are not generally available in the applicable market (any Optional Currency affected by the circumstances described in clause (i), then (ii) or (iii) is referred to as an “Affected Foreign Currency”); the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Company and any relevant Subsidiary Borrower and the relevant Lenders as soon as practicable thereafter. If any such notice is given (xA) pursuant to clause (i) or (ii) of this Section 2.18(a) in respect of Eurocurrency Loans denominated in Dollars, then thereafter (and until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist) (such notice to be given promptly upon the Administrative Agent becoming aware of such change in circumstances) (1) any Eurodollar such Eurocurrency Loans denominated in Dollars under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y2) any ABR Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Eurocurrency Loans denominated in Dollars shall be continued as ABR Loans and Loans, (z3) any outstanding Eurodollar Eurocurrency Loans under the relevant Term Facility denominated in Dollars shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until , (4) any L/C Tranche Loans or Multicurrency Loans denominated in an Optional Currency requested to be made on the first day of such notice has been withdrawn by Interest Period shall not be made and (5) any outstanding L/C Tranche Loans or Multicurrency Loans denominated in an Optional Currency shall be converted to or be made as Alternate Rate Loans (and any request set forth in such interest rate election shall be deemed to be a request for such L/C Tranche Loans or Multicurrency Loans to be converted to or be made as Alternate Rate Loans) and (B) in respect of any L/C Tranche Loans or Multicurrency Loans denominated in an Optional Currency, then thereafter (and until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist) (which such notice to be given promptly upon the Administrative Agent agrees becoming aware of such change in circumstances) if such notice is given pursuant to do promptly once such condition no longer exists)clause (iii) above, no further Eurodollar any L/C Tranche Loans under the relevant Term Facility shall or Multicurrency Loans in an Affected Foreign Currency requested to be made or continued as such, nor on the first day of such Interest Period shall the Borrowers have the right to convert Loans under the relevant Term Facility to Eurodollar Loansnot be made. (b) Notwithstanding If the adoption of or any other provision change in any Requirement of this AgreementLaw or in the interpretation or application thereof, if any Change in Law each case, made subsequent to the Closing Date, shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations Eurocurrency Loans as contemplated hereby with respect to any Eurodollar Loanby this Agreement, then, by written such Lender shall give notice to the Borrowers and thereof to the Administrative Agent: , the Company and any affected Subsidiary Borrower describing the relevant provisions of such Requirement of Law (and, if the Company shall request, provide the Company with a memorandum or opinion of counsel of recognized standing (as selected by such Lender) as to such illegality), following which, (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration commitment of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) to make Eurocurrency Loans denominated in Dollars, continue such Eurocurrency Loans as such and convert ABR Loans will not thereafter (for such duration) to Eurocurrency Loans denominated in Dollars shall forthwith be converted into Eurodollar Loanscancelled, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all Lender’s outstanding Eurodollar Eurocurrency Loans made by it denominated in Dollars shall be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the then current Interest Periods with respect to such Loans (or within such earlier period as shall be required by law) to ABR Loans and (iii) such Lender’s outstanding Eurocurrency Loans denominated in any Optional Currency shall be paid in full by the applicable Borrower on the respective last days of the then current Interest Periods with respect to such Loans (or within such earlier period as may be required by law). If any such conversion or prepayment of a Eurocurrency Loan occurs on a day which is not the last day of the then current Interest Period then applicable with respect thereto, the Company or relevant Subsidiary Borrower shall pay to any Lender whose Loan is converted or prepaid such Eurodollar Loan; in all other cases such notice shall amounts, if any, as may be effective on the date of receipt by the Borrowersrequired pursuant to Section 2.22. (c) If at any Secured Party determinestime the Administrative Agent determines (which determination shall be conclusive and binding upon the Company or relevant Subsidiary Borrower) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen, acting reasonably, that any applicable law but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made it unlawfula public statement identifying a specific date after which the Screen Rate for the applicable Currency shall no longer be used for determining interest rates for loans, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify then the Administrative Agent and disclaim any benefit the Company shall use their commercially reasonable efforts to endeavor to promptly establish an alternate rate of such security interest to the extent Eurocurrency Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such illegality; provided that time, and shall enter into an amendment to this Agreement to reflect such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner alternate rate of interest and such Lien other related changes to this Agreement as may be applicable (but for the benefit avoidance of doubt, such changes will not include a reduction in the Applicable Margin). Notwithstanding anything to the contrary in Section 10.1, such amendment shall become effective without any further action or consent of any other Secured Partyparty to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Majority Facility Lenders in respect of each Facility stating that such Majority Facility 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 Agreement. Until an alternate rate of interest shall be determined in accordance with this clause (c) (but, only to the extent the Screen Rate for the applicable Currency and such Interest Period is not available or published at such time on a current basis), (A) any notice that requests the conversion of any Loans to, or continuation of any Loans as, Eurocurrency Loans shall be ineffective, (B) if any Borrowing Request requests a Eurocurrency Loan, such Loan shall be made as an ABR Loan and (C) any request by the Borrower for a Eurocurrency Competitive Loan shall be ineffective.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate for such Interest PeriodPeriod (and the circumstances described in Section 2.16(b) do not apply) or the Sterling Daily Rate, or (ii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Term Facility that the Eurodollar Eurocurrency Rate determined or to be determined for such Interest Period Period, or the Sterling Daily Rate, as applicable, will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, as applicable, then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower Representative and the relevant Lenders as soon as practicable thereafter. If such notice is given Thereafter, (x) any Eurodollar the obligation of the Lenders to make or maintain Eurocurrency Loans under or Sterling Daily Rate Loans, as applicable, in the relevant Term Facility requested to be made on the first day of such Interest Period affected currency or currencies shall be made as ABR Loans, suspended and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency component of the ABR, the utilization of the Eurocurrency Rate component in determining the ABR shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Facility Lenders) revokes such notice. Upon receipt of such notice, the Borrower Representative (on behalf of the Borrowers) may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Loans under (to the relevant Term Facility that were extent of the affected Eurocurrency Loans or Interest Periods) or Sterling Daily Rate Loans, as applicable, or, failing that, (A) with respect to a pending request for Loans denominated in Dollars, the Borrower Representative will be deemed to have been converted on such request into a request for a Borrowing of ABR Loans (subject to the first day foregoing clause (y)) in the amount specified therein and (B) with respect to Loans denominated in any Alternative Currency, at the election of the Borrower Representative, (1) such request shall be converted into a request for a Borrowing of ABR Loans denominated in Dollars (subject to the foregoing clause (y)) in the Dollar Amount of the amount specified therein (and, in the case of any outstanding Eurocurrency Loans or Sterling Daily Rate Loans, regardless of whether such request is made, such Loans will automatically be deemed to be converted to ABR Loans denominated in Dollars in the Dollar Amount of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under at the relevant Term Facility shall be converted, on the last day end of the then-current applicable Interest Period, in the case of Eurocurrency Loans, or on the date that is three Business Days after the receipt of such notice, in the case of Sterling Daily Rate Loans) or (2) the applicable Borrower shall repay such Eurocurrency Loans or Sterling Daily Rate Loans (to ABR the extent outstanding) in full at the end of the applicable Interest Period, in the case of Eurocurrency Loans. Until , or within three Business Days after the receipt of such notice notice, in the case of Sterling Daily Rate Loans; provided, however that if no such election is made by the Borrower Representative within three days after receipt of such notice, the Borrower Representative shall be deemed to have elected clause (1) above. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower Representative or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower Representative) that the Borrower Representative or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has been withdrawn made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans; provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 2.16, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent (which or receipt by the Administrative Agent agrees of such notice, as applicable, the Administrative Agent and the Borrower Representative may amend this Agreement solely for the purpose of replacing LIBOR in accordance with this Section 2.16 with (x) one or more SOFR-Based Rates or (y) another alternate benchmark rate giving due consideration to do any evolving or then existing convention for similar U.S. dollar (or, with respect to the benchmark of another applicable currency, such applicable currency) denominated syndicated credit facilities for such alternative benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar (or, with respect to the benchmark of another applicable currency, such applicable currency) denominated syndicated credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated (the “Adjustment;” and any such proposed rate, a “LIBOR Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders (A) in the case of an amendment to replace LIBOR with a rate described in clause (x), object to the Adjustment; or (B) in the case of an amendment to replace LIBOR with a rate described in clause (y), object to such amendment; provided that for the avoidance of doubt, in the case of clause (A), the Required Lenders shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower Representative. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly once such condition so notify the Borrower Representative and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Loans shall be suspended (to the extent of the affected Eurocurrency Loans or Interest Periods), and (y) the Eurocurrency Rate component shall no longer existsbe utilized in determining ABR. Upon receipt of such notice, the Borrower Representative (on behalf of the Borrowers) may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Loans (to the extent of the affected Eurocurrency Loans or Interest Periods) or, failing that, (A) with respect to a pending request for Loans denominated in Dollars, the Borrower Representative will be deemed to have converted such request into a request for a Borrowing of ABR Loans (subject to the foregoing clause (y)) in the amount specified therein and (B) with respect to Loans denominated in any Alternative Currency, no further Eurodollar Loans under at the relevant Term Facility election of the Borrower Representative, (1) such request shall be converted into a request for a Borrowing of ABR Loans denominated in Dollars (subject to the foregoing clause (y)) in the Dollar Amount of the amount specified therein (and, in the case of any outstanding Eurocurrency Loans, regardless of whether such request is made, such Loans will automatically be deemed to be converted to ABR Loans denominated in Dollars in the Dollar Amount of such Loans at the end of the applicable Interest Period) or (2) the applicable Borrower shall repay such Eurocurrency Loans (to the extent outstanding) in full at the end of the applicable Interest Period; provided, however that if no such election is made or continued as suchby the Borrower Representative within three days after receipt of such notice, nor the Borrower Representative shall be deemed to have elected clause (1) above. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement. In connection with the Borrowers implementation of a LIBOR Successor Rate, the Administrative Agent will have the right to convert Loans under make LIBOR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the relevant Term Facility contrary herein or in any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to Eurodollar Loansthis Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such LIBOR Successor Conforming Changes to the Lenders reasonably promptly after such amendment becomes effective. (bc) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar Eurocurrency Loan or Sterling Daily Rate Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Eurocurrency Loan or Sterling Daily Rate Loan, then, by written notice to the Borrowers Borrower Representative and to the Administrative Agent: (i) any obligation of such Lender may declare that Eurodollar to make or continue Eurocurrency Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Sterling Daily Rate Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration in the affected currency or currencies or to convert ABR to Eurocurrency Loans shall be subsequently withdrawn; suspended and (ii) if such notice asserts the illegality of such Lender may require that all outstanding Eurodollar Loans made by it be converted to making or maintaining ABR Loans (the interest rate on which is determined by reference to the Eurocurrency Rate component of the ABR, the interest rate on which ABR Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Eurocurrency Rate component of the ABR, in each case of clauses (i) and (ii) until such Lender notifies the Administrative Agent and the Borrower Representative that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, (I) if applicable and such Loans are denominated in Dollars, convert all of such Lender’s Eurocurrency Loans to ABR Loans (the interest rate on which event all ABR Loans of such Eurodollar Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the ABR) or (II) if applicable and such Loans are denominated in an Alternative Currency, the interest rate with respect to such Loans shall be automatically converted determined by an alternative rate mutually acceptable to ABR Loans as the Borrowers and the Lenders, either on the last day of the effective date Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans or in the case of such notice as provided in clause (a) aboveany Sterling Daily Rate Loans. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (bbc), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Eurocurrency Loans or Sterling Daily Rate Loans that would have been made by such Lender or the converted Eurodollar Eurocurrency Loans of such Lender shall instead be applied to repay the ABR Loans (if applicable) made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Eurocurrency Loans or Sterling Daily Rate Loans. For purposes of this clause (b) bc), a notice to the Borrowers Borrower Representative by any Lender shall be effective as to each Eurodollar Eurocurrency Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Eurocurrency Loan; in all other cases cases, such notice shall be effective on the date of receipt by the BorrowersBorrower Representative. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured Party.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period (i) Period: the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower ) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (ii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Term Facility that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then ; the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the relevant Lenders as soon as practicable thereafter. If any such notice is given given, then (x1) any Eurodollar Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y2) any ABR Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (ziii) any outstanding Eurodollar Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such relevant notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists)Agent, no further Eurodollar Loans under the relevant Term Facility shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert ABR Loans under the relevant Term Facility to Eurodollar Loans. (b) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers and to the Administrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the Borrowers. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured Party.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period (i) Period, the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, that (i) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (ii) that such Lender shall incur increased costs or reductions in the Administrative Agent shall have amounts received notice from or receivable hereunder with respect to any Facility because of (x) any change since the Majority Facility Lenders Closing Date in respect any applicable law or governmental rule, regulation, order, guideline or request (whether or not having the force of law) or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order, guideline or request, such as, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the relevant Term Facility Eurodollar Rate and/or (y) other circumstances arising since the Closing Date affecting Lender, the interbank market or the position of such Lender in such market (including that the Eurodollar Rate determined or with respect to be determined for such Interest Period will Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders Majority Facility Lender of funding such Eurodollar Loan), then, such Lender (as conclusively certified or the Administrative Agent, in the case of clause (i) shall promptly give notice (by such Lenderstelephone promptly confirmed in writing) to the Company Borrower and, except in the case of making or maintaining their affected Loans during such Interest Periodclause (i) above, then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers and the relevant Lenders as soon as practicable thereafterof such determination. If such notice is given (x) any Eurodollar Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists), no further Eurodollar Loans under the relevant Term Facility shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Loans under the relevant Term Facility to Eurodollar Loans. (b) Notwithstanding If any other provision Lender determines that any Requirement of this AgreementLaw has made it unlawful, if or that any Change in Law shall make Governmental Authority has asserted that it unlawful is unlawful, for any Lender or its applicable lending office to make make, maintain or maintain any fund Loans whose interest is determined by reference to the Eurodollar Loan Rate, or to give effect determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to its obligations as contemplated hereby with respect purchase or sell, or to any Eurodollar Loantake deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, then, by written notice to the Borrowers Company Borrower and to the Administrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon any request for a Borrowing of Eurodollar Borrowing Loans (or to convert an a Borrowing of ABR Loans to Borrowing to a of Eurodollar Borrowing Loans or to continue a Borrowing of Eurodollar Borrowing Loans for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) aboveabove until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for any such Lender to determine or charge interest rates based upon the Eurodollar Rate. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) ), a notice to the Borrowers Company Borrower by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases cases, such notice shall be effective on the date of receipt by the BorrowersCompany Borrower. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured Party. (d) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Company Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Company Borrower) that the Company Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Company Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes. Any such amendment (a “LIBOR Successor Amendment”) shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Amendment to all Lenders and the Company Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Amendment (in which case, the Administrative Agent and the Company Borrower may propose an alternative LIBOR Successor Amendment). If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans, in each without regard to clause (c) of the definition of “ABR”. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period Period: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersCompany) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate (including because the Eurocurrency Screen Rate is not available or published on a current basis) for such Interest Period, or or (ii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Term Facility that the Eurodollar Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then or (iii) the Administrative Agent determines (which determination shall be conclusive and binding upon the Company) that deposits in Dollars are not generally available in the applicable market; the Administrative Agent shall give telecopy or telephonic notice (followed promptly by written notice) thereof to the Borrowers Company and the relevant Lenders as soon as practicable thereafter. If such notice is given pursuant to clause (xi) or (ii) of this Section 2.12(a) in respect of Eurocurrency Loans, then (1) any Eurodollar Eurocurrency Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y2) any ABR Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Eurocurrency Loans shall be continued as ABR Loans and (z3) any outstanding Eurodollar Eurocurrency Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists), no further Eurodollar Loans under the relevant Term Facility shall be made or continued as such, nor shall the Borrowers have the right to convert Loans under the relevant Term Facility to Eurodollar Loans. (b) Notwithstanding If the adoption of or any other provision change in any Requirement of this Agreement, if any Change Law or in Law the interpretation or application thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations Eurocurrency Loans as contemplated hereby with respect to any Eurodollar Loanby this Agreement, then, by written such Lender shall give notice to the Borrowers and thereof to the Administrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for Agent and the duration Company describing the relevant provisions of such unlawfulnessRequirement of Law (and, if the Company shall so request, provide the Company with a memorandum or opinion of counsel of recognized standing (as selected by such Lender) be made by as to such illegality), following which, in the case of Eurocurrency Loans, (A) the commitment of such Lender hereunder (or be continued for additional Interest Periods) to make Eurocurrency Loans, continue such Eurocurrency Loans as such and convert ABR Loans will not thereafter to Eurocurrency Loans shall forthwith be cancelled and (for such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (iiB) such Lender may require that all Lender’s outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Eurocurrency Loans shall be converted automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the then current Interest Periods with respect to such Loans (or within such earlier period as shall be required by law) to ABR Loans. If any such conversion or prepayment of a Eurocurrency Loan occurs on a day which is not the last day of the then current Interest Period then applicable with respect thereto, the Company shall pay to such Eurodollar Loan; in all other cases Lender such notice shall amounts, if any, as may be effective on the date of receipt by the Borrowersrequired pursuant to Section 2.16. (c) If at any Secured Party determines, acting reasonably, time the Company notifies the Administrative Agent that any applicable law the Company has determined or the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of the Eurocurrency Screen Rate has made a public statement that the administrator of the Eurocurrency Screen Rate is insolvent (and there is no successor administrator that will continue publication of the Eurocurrency Screen Rate), (x) the administrator of the Eurocurrency Screen Rate has made a public statement identifying a specific date after which the Eurocurrency Screen Rate will permanently or indefinitely cease to be published by it unlawful(and there is no successor administrator that will continue publication of the Eurocurrency Screen Rate), (y) the supervisor for the administrator of the Eurocurrency Screen Rate has made a public statement identifying a specific date after which the Eurocurrency Screen Rate will permanently or that any indefinitely cease to be published or (z) the supervisor for the administrator of the Eurocurrency Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has asserted that it is unlawfulmade a public statement identifying a specific date after which the Eurocurrency Screen Rate may no longer be used for determining interest rates for loans, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify then the Administrative Agent and disclaim any benefit the Company shall endeavor to establish an alternate rate of such security interest to the extent Eurocurrency Rate (which, for the avoidance of doubt, may include a positive or negative adjustment that may enable the parties hereto to mitigate some of the differences between the Eurocurrency Rate and the alternate rate of interest) that gives due consideration to the then prevailing market convention and/or any selection or recommendation by the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto, in each case, for determining a rate of interest for syndicated loans in the United States at such illegalitytime, 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 change in the Applicable Margin); provided that that, if such determination or disclaimer alternate rate of interest as so determined would be less than zero, such rate shall not invalidate, render unenforceable or otherwise affect in any manner such Lien be deemed to be zero for the benefit purposes of this Agreement. Notwithstanding anything to the contrary in Section 10.1, such amendment shall become effective without any further action or consent of any other Secured Partyparty to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date a copy of such proposed amendment is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (c) (but, in the case of the circumstances described in clause (ii)(w), clause (ii)(x) or clause (ii)(y) of the first sentence of this Section 2.12(c), only to the extent the Eurocurrency Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any interest election request pursuant to Section 2.8 that requests the conversion of any Loan to, or continuation of any Loan as, a Eurocurrency Loan shall be ineffective and (y) if any request for a Loan pursuant to Section 2.2 constitutes a request for a Eurocurrency Loan, such Loan shall be made as an ABR Loan.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period Period: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersCompany) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or or (ii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Term Facility that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then ; the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Company and the relevant Lenders as soon as practicable thereafter. If such notice is given pursuant to clause (xi) or (ii) of this Section 2.10(a) in respect of Eurodollar Loans, then (1) any Eurodollar Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y2) any ABR Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z3) any outstanding Eurodollar Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such relevant notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists)Agent, no further Eurodollar Loans under the relevant Term Facility shall be made or continued as such, nor shall the Borrowers Company have the right to convert ABR Loans under the relevant Term Facility to Eurodollar Loans. (b) Notwithstanding If the adoption of or any other provision change in any Requirement of this Agreement, if any Change Law or in Law the interpretation or application thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations Loans as contemplated hereby with respect to any Eurodollar Loanby this Agreement, then, by written such Lender shall give notice to the Borrowers and thereof to the Administrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for Agent and the duration Company describing the relevant provisions of such unlawfulnessRequirement of Law, following which, in the case of Eurodollar Loans, (A) be made by the commitment of such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into to make Eurodollar Loans, whereupon any request for a continue such Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan Loans as such for an additional Interest Period or and convert ABR Loans to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration Loans shall forthwith be subsequently withdrawn; and cancelled and (iiB) such Lender may require that all Lender’s outstanding Eurodollar Loans made by it denominated in Dollars shall be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the then current Interest Periods with respect to such Loans (or within such earlier period as shall be required by law) to ABR Loans. If any such conversion or prepayment of a Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period then applicable with respect thereto, the Company shall pay to such Eurodollar Loan; in all other cases Lender such notice shall amounts, if any, as may be effective on the date of receipt by the Borrowers. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties required pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured PartySection 2.14.

Inability to Determine Interest Rate; Illegality. (a) If Subject to Section 1.8 (which shall apply solely in the circumstances set forth therein), if prior to the first day of any Interest Period (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar EurocurrencyTerm SOFR Rate for such Interest Period, or (ii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Term Facility that the Eurodollar EurocurrencyTerm SOFR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such LendersLenderslenders) of making or maintaining their affected Loans during such Interest Period, then the Administrative Agent shall give telecopy or telephonic written notice thereof to the Borrowers Borrower Representative and the relevant Lenders as soon as practicable thereafter. If such notice is given Thereafter, (x) any Eurodollar the obligation of the Lenders to make or maintain EurocurrencyTerm Benchmark Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, suspended and (y) any Loans under in the relevant Term Facility that were event of a determination described in the preceding sentence with respect to have been converted on the first day EurocurrencyTerm SOFR Rate component of such Interest Period to Eurodollar Loans the ABR, the utilization of the EurocurrencyTerm SOFR Rate component in determining the ABR shall be continued suspended, in each case until such time as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (upon the approval of the Majority Facility Lenders which approval the Administrative Agent agrees to do seek promptly once it reasonably believes such condition no longer exists)) revokes such notice. Upon receipt of such notice, no further Eurodollar the Borrower Representative (on behalf of the Borrowers) may revoke any pending request for a Borrowing of, conversion to or continuation of EurocurrencyTerm Benchmark Loans under or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Loans in the relevant Term Facility shall be made or continued as such, nor shall the Borrowers have the right to convert Loans under the relevant Term Facility to Eurodollar Loansamount specified therein. (b) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar EurocurrencyTerm Benchmark Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar EurocurrencyTerm Benchmark Loan, then, by written notice to the Borrowers Borrower Representative and to the Administrative Agent: (i) any obligation of such Lender may declare that Eurodollar to make or continue EurocurrencyTerm Benchmark Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration EurocurrencyTerm Benchmark Loans shall be subsequently withdrawn; suspended, and (ii) if such notice asserts the illegality of such Lender may require that all outstanding Eurodollar Loans made by it be converted to making or maintaining ABR Loans (the interest rate on which is determined by reference to the EurocurrencyTerm SOFR Rate component of the ABR, the interest rate on which ABR Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar EurocurrencyTerm SOFR Rate component of the ABR, (iii) in each case of clauses (i) and (ii) until such Xxxxxx notifies the Administrative Agent and the Borrower Representative that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), in which event prepay (solely if requirement by a Requirement of Law) or, if applicable, convert all of such Eurodollar Lender’s EurocurrencyTerm Benchmark Loans shall be automatically converted to ABR Loans as (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the EurocurrencyTerm SOFR Rate component of the effective date ABR) either on the last day of the Interest Period therefor, if such notice as provided in clause (a) aboveLender may lawfully continue to maintain such EurocurrencyTerm Benchmark Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such EurocurrencyTerm Benchmark Loans. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar EurocurrencyTerm Benchmark Loans that would have been made by such Lender or the converted Eurodollar EurocurrencyTerm Benchmark Loans of such Lender shall instead be applied to repay the ABR Loans (if applicable) made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar EurocurrencyTerm Benchmark Loans. For purposes of this clause (b) ), a notice to the Borrowers Borrower Representative by any Lender shall be effective as to each Eurodollar EurocurrencyTerm Benchmark Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar EurocurrencyTerm Benchmark Loan; in all other cases cases, such notice shall be effective on the date of receipt by the BorrowersBorrower Representative. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured Party.

Inability to Determine Interest Rate; Illegality. (a) If Subject to Section 2.24, if prior to the first day of any Interest Period Period: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate relevant Benchmark for such Interest Period, or or (ii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of that the relevant Term Facility that the Eurodollar Rate Benchmark determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then or (iii) the Administrative Agent determines (which determination shall be conclusive and binding upon the Borrower) that deposits in Yen are not generally available in the applicable market; the Administrative Agent shall give telecopy telecopy, telephonic or telephonic electronic notice thereof to the Borrowers Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given pursuant to clause (xi) any Eurodollar or (ii) of this Section 2.09, then the rate applicable to such Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest PeriodPeriod to (1) a rate applicable to such Loans shall be the rate determined by mutual agreement between the Borrower and the Administrative Agent or (2) if no mutual agreement is reached between the Borrower and the Administrative Agent, the rate applicable to ABR Loans. Until such notice has been withdrawn Loans shall be the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Administrative Agent at its request by three banks selected by the Administrative Agent (with the consent of the Borrower, not to be unreasonably withheld or delayed), as the rate at which such banks could borrow funds in the Tokyo interbank market in Yen and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in Yen and for that period. Upon the reason for any such notice ceasing to apply, the Administrative Agent agrees to do shall promptly once withdraw such condition no longer exists)notice by telecopy, no further Eurodollar Loans under the relevant Term Facility shall be made telephone or continued as such, nor shall the Borrowers have the right to convert Loans under the relevant Term Facility to Eurodollar Loans. (b) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written e-mail notice to the Borrowers Borrower and to the relevant Lenders. Upon the withdrawal of any such notice by the Administrative Agent: (i) , all then outstanding Loans shall, on the third Business Day following such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) notice, be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert the relevant Benchmark with an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless beginning on such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the Borrowerssecond Business Day. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured Party.

Inability to Determine Interest Rate; Illegality. (a) If Other than with respect to the Revolving Facility, if prior to the first day of any Interest Period (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate Term SOFR for such Interest PeriodPeriod (and the circumstances described in Section 2.16(b) do not apply), or (ii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Term Facility that the Eurodollar Rate Term SOFR determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, as applicable, then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower Representative and the relevant Lenders as soon as practicable thereafter. If such notice is given Thereafter, (x) the obligation of the Lenders to make or maintain Term SOFR Loans, or convert ABR Loans to Term SOFR Loans, as applicable, shall be suspended and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the ABR, the utilization of the Term SOFR component in determining the ABR shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Facility Lenders) revokes such notice. Upon receipt of such notice, the Borrower Representative (on behalf of the Borrowers) may revoke any Eurodollar pending request for a Borrowing of, conversion to or continuation of Term SOFR Loans under (to the relevant extent of the affected Term Facility SOFR or Interest Periods) or, failing that, the Borrower Representative will be deemed to have converted such request into a request for a Borrowing of ABR Loans (subject to the foregoing clause (y)) in the amount specified therein. (b) Other than with respect to the Revolving Facility, notwithstanding anything to the contrary in this Agreement or any other Loan Document, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower Representative or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower Representative) that the Borrower Representative or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining Term SOFR for any requested Interest Period, including, without limitation, because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which Term SOFR or the Term SOFR Screen Rate shall no longer be made available, or used for determining the interest rate of loans; provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent that will continue to provide Term SOFR after such specific date (such specific date, the “Term Loan Scheduled Unavailability Date”); or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 2.16, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace Term SOFR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower Representative may amend this Agreement solely for the purpose of replacing Term SOFR in accordance with this Section 2.16 with an alternative alternate benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmark and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such benchmark, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated (any such proposed rate, a “Term Loan Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the first day fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, in the case of any amendments in connection with a Term Loan Successor Rate prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment. Such Term Loan Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Term Loan Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower Representative. If no Term Loan Successor Rate has been determined and the circumstances under clause (i) above exist or the Term Loan Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower Representative and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) the Term SOFR component shall no longer be utilized in determining ABR. Upon receipt of such notice, the Borrower Representative (on behalf of the Borrowers) may revoke any pending request for a Borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, with respect to a pending request for Loans denominated in Dollars, the Borrower Representative will be deemed to have converted such request into a request for a Borrowing of ABR Loans (subject to the foregoing clause (y)) in the amount specified therein, and any outstanding Term SOFR Loans shall be deemed to have been converted to ABR Loans at the end of the extant Interest Period. Notwithstanding anything else herein, any definition of Term Loan Successor Rate shall provide that in no event shall such Term Loan Successor Rate be less than zero for purposes of this Agreement. In connection with the implementation of a Term Loan Successor Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Lenders reasonably promptly after such amendment becomes effective. (c) With respect to the Revolving Facility, (i) ifIf prior to (x) the commencement of any Interest Period shall be made as ABR for any Borrowing of Term SOFR Loans, (y) any relevant date of determination of the interest rate with respect to any Revolving Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and denominated in an Alternative Currency or (z) a conversion of ABR Loans to Term SOFR Loans or a continuation of any outstanding Eurodollar Loans under of such Term SOFR Loans, as applicable, (I) the relevant Term Facility Administrative Agent determines (which determination shall be convertedconclusive absent manifest error) that (A) no Revolving Facility Successor Rate for the Relevant Rate for the applicable Agreed Currency has been determined in accordance with Section 2.16(c)(iib) and the circumstances under Section 2.16(cb)(ii)(1i) or the Revolving Facility Scheduled Unavailability Date has occurred with respect to such Relevant Rate (as applicable), on or (B) adequate and reasonable means do not otherwise exist for determining the last day of Relevant Rate for the then-current applicable Agreed Currency for any determination date(s) or requested Interest Period, as applicable, with respect to a proposed Term SOFR Loan, a Revolving Loan denominated in an Alternative Currency or the determination of the Term SOFR component of the ABR Loans. Until such notice has been withdrawn by in connection with an existing or proposed ABR Loan, or (II) the Administrative Agent (which reasonably determines, or is advised by the Required Lenders, that for any reason the Relevant Rate with respect to a proposed Loan denominated in an Agreed Currency for any requested Interest Period or determination date(s) does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent agrees to do will promptly once such condition no longer exists)so notify the Borrower Representative and each Lender. Thereafter, no further Eurodollar Loans under (x) the relevant Term Facility shall be made or continued as such, nor shall obligation of the Borrowers have the right to convert Loans under the relevant Term Facility to Eurodollar Loans. (b) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender Lenders to make or maintain any Eurodollar Loan Term SOFR Loans or to give effect to its obligations as contemplated hereby with respect to any Eurodollar LoanRevolving Loans denominated in the relevant Alternative Currency, then, by written notice to the Borrowers and to the Administrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing Loans to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR LoanTerm SOFR Loans, as the case may be, shall be suspended (to the extent of the affected Term SOFR Loans or Revolving Loans, as the case may be, or Interest Periods), unless such declaration and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the ABR, the utilization of the Term SOFR component in determining the ABR shall be subsequently withdrawn; and suspended, in each case until the Administrative Agent (iior, in the case of a determination by the Required Lenders described in Section 2.16(ca)(i)(II), until the Administrative Agent upon instruction of the Required Lenders) revokes such Lender notice. Upon receipt of such notice, (A) the Borrower Representative may require that all revoke any pending request for a Borrowing of, conversion to or continuation of Term SOFR Loans or Revolving Loans denominated in the relevant Alternative Currency, as the case may be (to the extent of the affected Term SOFR Loans or Revolving Loans, as the case may be, or Interest Periods), or, failing that, will be deemed to have converted such request with respect to any Loan denominated in Dollars in the Dollar Amount of the amount specified therein into a request for a Borrowing of ABR Loans in the amount specified therein and (B) (i) any outstanding Eurodollar Term SOFR Loans made by it shall be deemed to have been converted to ABR Loans (at the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component end of the ABR), in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or extant Interest Period and (ii) any outstanding affected Revolving Loan denominated in the relevant Alternative Currency, at the Borrower Representative’s option, will either (1) be converted into a Borrowing of this clause ABR Loans in the Dollar Amount of the amount of such outstanding Alternative Currency immediately or (b)2) be prepaid in full within three Business Days; provided that, all payments and prepayments in the case of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been a Revolving Loan denominated in an Alternative Currency, if no election is made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made Borrower Representative by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of that is three Business Days after receipt by the Borrowers. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit Borrower Representative of such security interest notice, the Borrower Representative will be deemed to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured Partyhave elected clause (1) above.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of on any Interest Period Business Day: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersCompany or the relevant Subsidiary Borrower) that, that by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, Daily Simple RFR or RFR, (ii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Term Facility that the Eurodollar Rate determined Daily Simple RFR or to be determined for such Interest Period RFR, as applicable, will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Periodas a result of adoption of or any change in any Requirement of Law or in the interpretation or application thereof after the SecondThird Amendment Effective Date, then or (iii) the Administrative Agent determines (which determination shall be conclusive and binding upon the Company or the relevant Subsidiary Borrower) that deposits in Dollars are not generally available in the applicable market; the Administrative Agent shall give telecopy or telephonic notice (followed promptly by written notice) thereof to the Borrowers Company and any relevant Subsidiary Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given pursuant to clause (xi) or (ii) of this Section 2.12(a) in respect of RFR Loans, then (1) any Eurodollar RFR Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y2) any ABR Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar RFR Loans shall be continued as ABR Loans and (z3) any outstanding Eurodollar RFR Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, converted to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists), no further Eurodollar Loans under the relevant Term Facility shall be made or continued as such, nor shall the Borrowers have the right to convert Loans under the relevant Term Facility to Eurodollar Loans. (b) Notwithstanding If the adoption of or any other provision change in any Requirement of this Agreement, if any Change Law or in Law the interpretation or application thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations RFR Loans as contemplated hereby with respect to any Eurodollar Loanby this Agreement, then, by written such Lender shall give notice to the Borrowers and thereof to the Administrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for , the duration Company and any affected Subsidiary Borrower describing the relevant provisions of such unlawfulnessRequirement of Law (and, if the Company shall so request, provide the Company with a memorandum or opinion of counsel of recognized standing (as selected by such Xxxxxx) be made by as to such illegality), following which, in the case of RFR Loans, (A) the commitment of such Lender hereunder (or be continued for additional Interest Periods) to make RFR Loans and convert ABR Loans will not thereafter to RFR Loans shall forthwith be cancelled and (for such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (iiB) such Lender may require that all Lender’s outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar RFR Loans shall be converted automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the Borrowers. (c) If at any Secured Party determinestime the Company notifies the Administrative Agent that the Company has determined or the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary, acting reasonably(ii) the circumstances set forth in clause (a)(ii) have arisen or (iii) the circumstances set forth in clause (a)(i) have not arisen but a Benchmark Transition Event has occurred, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify then the Administrative Agent and disclaim any benefit the Company shall endeavor to establish an alternate rate of such security interest to the extent relevant Benchmark (which, for the avoidance of doubt, may include a positive or negative adjustment that may enable the parties hereto to mitigate some of the differences between the relevant Benchmark, as applicable, and the alternate rate of interest) that gives due consideration to the then prevailing market convention and/or any selection or recommendation by the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto, in each case, for determining a rate of interest for syndicated loans in the United States at such illegalitytime, 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 change in the Applicable Margin); provided that that, if such determination or disclaimer alternate rate of interest as so determined would be less than zero, such rate shall not invalidate, render unenforceable or otherwise affect in any manner such Lien be deemed to be zero for the benefit purposes of this Agreement. Notwithstanding anything to the contrary in Section 10.1, such amendment shall become effective without any further action or consent of any other Secured Partyparty to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date a copy of such proposed amendment is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (c) (x) any interest election request pursuant to Section 2.8 that requests the conversion of any Loan to an RFR Loan shall be ineffective and (y) if any request for a Loan pursuant to Section 2.2 constitutes a request for an RFR Loan, such Loan shall be made as an ABR Loan.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period (i) Period, the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, that (i) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (ii) that such Lender shall incur increased costs or reductions in the Administrative Agent shall have amounts received notice from or receivable hereunder with respect to any Facility because of (x) any change since the Majority Facility Lenders Closing Date in respect any applicable law or governmental rule, regulation, order, guideline or request (whether or not having the force of law) or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order, guideline or request, such as, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the relevant Term Facility Eurodollar Rate and/or (y) other circumstances arising since the Closing Date affecting Lender, the interbank market or the position of such Lender in such market (including that the Eurodollar Rate determined or with respect to be determined for such Interest Period will Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders Majority Facility Lender of funding such Eurodollar Loan), then, such Lender (as conclusively certified or the Administrative Agent, in the case of clause (i) shall promptly give notice (by such Lenderstelephone promptly confirmed in writing) to the Company Borrower and, except in the case of making or maintaining their affected Loans during such Interest Periodclause (i) above, then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers and the relevant Lenders as soon as practicable thereafterof such determination. If such notice is given (x) any Eurodollar Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists), no further Eurodollar Loans under the relevant Term Facility shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Loans under the relevant Term Facility to Eurodollar Loans. (b) Notwithstanding If any other provision Lender determines that any Requirement of this AgreementLaw has made it unlawful, if or that any Change in Law shall make Governmental Authority has asserted that it unlawful is unlawful, for any Lender or its applicable lending office to make make, maintain or maintain any fund Loans whose interest is determined by reference to the Eurodollar Loan Rate, or to give effect determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to its obligations as contemplated hereby with respect purchase or sell, or to any Eurodollar Loantake deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, then, by written notice to the Borrowers Company Borrower and to the Administrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon any request for a Borrowing of Eurodollar Borrowing Loans (or to convert an a Borrowing of ABR Loans to Borrowing to a of Eurodollar Borrowing Loans or to continue a Borrowing of Eurodollar Borrowing Loans for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) aboveabove until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for any such Lender to determine or charge interest rates based upon the Eurodollar Rate. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) ), a notice to the Borrowers Company Borrower by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases cases, such notice shall be effective on the date of receipt by the BorrowersCompany Borrower. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured Party.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period Period: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersCompany or relevant Subsidiary Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate for such Interest Period, or ; (ii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Term such Facility that the Eurodollar Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period; or (iii) the Administrative Agent determines (which determination shall be conclusive and binding upon the Company or the relevant Subsidiary Borrower) that deposits in the applicable Currency are not generally available in the applicable market (any Optional Currency affected by the circumstances described in clause (i), then (ii) or (iii) is referred to as an “Affected Foreign Currency”); the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Company and any relevant Subsidiary Borrower and the relevant Lenders as soon as practicable thereafter. If any such notice is given (xA) pursuant to clause (i) or (ii) of this Section 2.21(a) in respect of Eurocurrency Loans denominated in Dollars, then thereafter (and until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist) (such notice to be given promptly upon the Administrative Agent becoming aware of such change in circumstances) (1) any Eurodollar such Eurocurrency Loans denominated in Dollars under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y2) any ABR Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Eurocurrency Loans denominated in Dollars shall be continued as ABR Loans and Loans, (z3) any outstanding Eurodollar Eurocurrency Loans under the relevant Term Facility denominated in Dollars shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until , (4) any L/C Tranche Loans or Multicurrency Loans denominated in an Optional Currency requested to be made on the first day of such notice has been withdrawn by Interest Period shall not be made and (5) any outstanding L/C Tranche Loans or Multicurrency Loans denominated in an Optional Currency shall be converted to or be made as Alternate Rate Loans (and any request set forth in such interest rate election shall be deemed to be a request for such L/C Tranche Loans or Multicurrency Loans to be converted to or be made as Alternate Rate Loans) and (B) in respect of any L/C Tranche Loans or Multicurrency Loans denominated in an Optional Currency, then thereafter (and until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist) (which such notice to be given promptly upon the Administrative Agent agrees becoming aware of such change in circumstances) if such notice is given pursuant to do promptly once such condition no longer exists)clause (iii) above, no further Eurodollar any L/C Tranche Loans under the relevant Term Facility shall or Multicurrency Loans in an Affected Foreign Currency requested to be made or continued as such, nor on the first day of such Interest Period shall the Borrowers have the right to convert Loans under the relevant Term Facility to Eurodollar Loansnot be made. (b) Notwithstanding If the adoption of or any other provision change in any Requirement of this AgreementLaw or in the interpretation or application thereof, if any Change in Law each case, made subsequent to the Closing Date, shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations Eurocurrency Loans as contemplated hereby with respect to any Eurodollar Loanby this Agreement, then, by written such Lender shall give notice to the Borrowers and thereof to the Administrative Agent: , the Company and any affected Subsidiary Borrower describing the relevant provisions of such Requirement of Law (and, if the Company shall request, provide the Company with a memorandum or opinion of counsel of recognized standing (as selected by such Lender) as to such illegality), following which, (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration commitment of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) to make Eurocurrency Loans denominated in Dollars, continue such Eurocurrency Loans as such and convert ABR Loans will not thereafter (for such duration) to Eurocurrency Loans denominated in Dollars shall forthwith be converted into Eurodollar Loanscancelled, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all Lender's outstanding Eurodollar Eurocurrency Loans made by it denominated in Dollars shall be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the then current Interest Periods with respect to such Loans (or within such earlier period as shall be required by law) to ABR Loans and (iii) such Lender's outstanding Eurocurrency Loans 509265-1725-11432-13209999 denominated in any Optional Currency shall be paid in full by the applicable Borrower on the respective last days of the then current Interest Periods with respect to such Loans (or within such earlier period as may be required by law). If any such conversion or prepayment of a Eurocurrency Loan occurs on a day which is not the last day of the then current Interest Period then applicable with respect thereto, the Company or relevant Subsidiary Borrower shall pay to any Lender whose Loan is converted or prepaid such Eurodollar Loan; in all other cases such notice shall amounts, if any, as may be effective on the date of receipt by the Borrowers. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties required pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured PartySection 2.25.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period Period: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersCompany or relevant Subsidiary Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate for such Interest Period, or ; (ii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Term such Facility that the Eurodollar Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively 50 509265-1725-11432-13209999 certified by such Lenders) of making or maintaining their affected Loans during such Interest Period; or (iii) the Administrative Agent determines (which determination shall be conclusive and binding upon the Company or the relevant Subsidiary Borrower) that deposits in the applicable Currency are not generally available in the applicable market (any Optional Currency affected by the circumstances described in clause (i), then (ii) or (iii) is referred to as an “Affected Foreign Currency”); the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Company and any relevant Subsidiary Borrower and the relevant Lenders as soon as practicable thereafter. If any such notice is given (xA) pursuant to clause (i) or (ii) of this Section 2.21(a) in respect of Eurocurrency Loans denominated in Dollars, then thereafter (and until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist) (such notice to be given promptly upon the Administrative Agent becoming aware of such change in circumstances) (1) any Eurodollar such Eurocurrency Loans denominated in Dollars under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y2) any ABR Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Eurocurrency Loans denominated in Dollars shall be continued as ABR Loans and Loans, (z3) any outstanding Eurodollar Eurocurrency Loans under the relevant Term Facility denominated in Dollars shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until , (4) any L/C Tranche Loans or Multicurrency Loans denominated in an Optional Currency requested to be made on the first day of such notice has been withdrawn by Interest Period shall not be made and (5) any outstanding L/C Tranche Loans or Multicurrency Loans denominated in an Optional Currency shall be converted to or be made as Alternate Rate Loans (and any request set forth in such interest rate election shall be deemed to be a request for such L/C Tranche Loans or Multicurrency Loans to be converted to or be made as Alternate Rate Loans) and (B) in respect of any L/C Tranche Loans or Multicurrency Loans denominated in an Optional Currency, then thereafter (and until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist) (which such notice to be given promptly upon the Administrative Agent agrees becoming aware of such change in circumstances) if such notice is given pursuant to do promptly once such condition no longer exists)clause (iii) above, no further Eurodollar any L/C Tranche Loans under the relevant Term Facility shall or Multicurrency Loans in an Affected Foreign Currency requested to be made or continued as such, nor on the first day of such Interest Period shall the Borrowers have the right to convert Loans under the relevant Term Facility to Eurodollar Loansnot be made. (b) Notwithstanding If the adoption of or any other provision change in any Requirement of this AgreementLaw or in the interpretation or application thereof, if any Change in Law each case, made subsequent to the Closing Date, shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations Eurocurrency Loans as contemplated hereby with respect to any Eurodollar Loanby this Agreement, then, by written such Lender shall give notice to the Borrowers and thereof to the Administrative Agent: , the Company and any affected Subsidiary Borrower describing the relevant provisions of such Requirement of Law (and, if the Company shall request, provide the Company with a memorandum or opinion of counsel of recognized standing (as selected by such Lender) as to such illegality), following which, (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration commitment of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) to make Eurocurrency Loans denominated in Dollars, continue such Eurocurrency Loans as such and convert ABR Loans will not thereafter (for such duration) to Eurocurrency Loans denominated in Dollars shall forthwith be converted into Eurodollar Loanscancelled, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all Lender's outstanding Eurodollar Eurocurrency Loans made by it denominated in Dollars shall be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the then current Interest Periods with respect to such Loans (or within such earlier period as shall be required by law) to ABR Loans and (iii) such Lender's outstanding Eurocurrency Loans denominated in any Optional Currency shall be paid in full by the applicable Borrower on the respective last days of the then current Interest Periods with respect to such Loans (or within such earlier period as may be required by law). If any such conversion or prepayment of a Eurocurrency Loan occurs on a day which is not the last day of the then current Interest Period then applicable with respect thereto, the Company or relevant Subsidiary Borrower shall pay to any Lender whose Loan is converted or prepaid such Eurodollar Loan; in all other cases such notice shall amounts, if any, as may be effective on the date of receipt by the Borrowers. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties required pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured PartySection 2.25.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of on any Interest Period Business Day: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersCompany) that, that by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, Daily Simple RFR or RFR, (ii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Term Facility that the Eurodollar Rate determined Daily Simple RFR or to be determined for such Interest Period RFR, as applicable, will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Periodas a result of adoption of or any change in any Requirement of Law or in the interpretation or application thereof after the FifthSixth Amendment Effective Date, then or (iii) the Administrative Agent determines (which determination shall be conclusive and binding upon the Company) that deposits in Dollars are not generally available in the applicable market; the Administrative Agent shall give telecopy or telephonic notice (followed promptly by written notice) thereof to the Borrowers Company and the relevant Lenders as soon as practicable thereafter. If such notice is given pursuant to clause (xi) or (ii) of this Section 2.12(a) in respect of RFR Loans, then (1) any Eurodollar RFR Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y2) any ABR Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar RFR Loans shall be continued as ABR Loans and (z3) any outstanding Eurodollar RFR Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, converted to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists), no further Eurodollar Loans under the relevant Term Facility shall be made or continued as such, nor shall the Borrowers have the right to convert Loans under the relevant Term Facility to Eurodollar Loans. (b) Notwithstanding If the adoption of or any other provision change in any Requirement of this Agreement, if any Change Law or in Law the interpretation or application thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations RFR Loans as contemplated hereby with respect to any Eurodollar Loanby this Agreement, then, by written such Lender shall give notice to the Borrowers and thereof to the Administrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for Agent and the duration Company describing the relevant provisions of such unlawfulnessRequirement of Law (and, if the Company shall so request, provide the Company with a memorandum or opinion of counsel of recognized standing (as selected by such Lender) be made by as to such illegality), following which, in the case of RFR Loans, (A) the commitment of such Lender hereunder (or be continued for additional Interest Periods) to make RFR Loans and convert ABR Loans will not thereafter to RFR Loans shall forthwith be cancelled and (for such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (iiB) such Lender may require that all Lender’s outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar RFR Loans shall be converted automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the Borrowers. (c) If at any Secured Party determinestime the Company notifies the Administrative Agent that the Company has determined or the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary, acting reasonably(ii) the circumstances set forth in clause (a)(ii) have arisen or (iii) the circumstances set forth in clause (a)(i) have not arisen but a Benchmark Transition Event has occurred, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify then the Administrative Agent and disclaim any benefit the Company shall endeavor to establish an alternate rate of such security interest to the extent relevant Benchmark (which, for the avoidance of doubt, may include a positive or negative adjustment that may enable the parties hereto to mitigate some of the differences between the relevant Benchmark, as applicable, and the alternate rate of interest) that gives due consideration to the then prevailing market convention and/or any selection or recommendation by the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto, in each case, for determining a rate of interest for syndicated loans in the United States at such illegalitytime, 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 change in the Applicable Margin); provided that that, if such determination or disclaimer alternate rate of interest as so determined would be less than zero, such rate shall not invalidate, render unenforceable or otherwise affect in any manner such Lien be deemed to be zero for the benefit purposes of this Agreement. Notwithstanding anything to the contrary in Section 10.1, such amendment shall become effective, with respect to any relevant Facility, without any further action or consent of any other Secured Partyparty to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date a copy of such proposed amendment is provided to the Lenders, a written notice from the Majority Facility Lenders in respect of such Facility stating that such Majority Facility Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (c) (x) any interest election request pursuant to Section 2.8 that requests the conversion of any Loan to an RFR Loan shall be ineffective and (y) if any request for a Loan pursuant to Section 2.2 constitutes a request for an RFR Loan, such Loan shall be made as an ABR Loan.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of on any Interest Period Business Day: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersCompany) that, that by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, Daily Simple RFR or RFR, (ii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Term Facility that the Eurodollar Rate determined Daily Simple RFR or to be determined for such Interest Period RFR, as applicable, will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Periodas a result of adoption of or any change in any Requirement of Law or in the interpretation or application thereof after the Third Amendment Effective Date, then or (iii) the Administrative Agent determines (which determination shall be conclusive and binding upon the Company) that deposits in Dollars are not generally available in the applicable market; the Administrative Agent shall give telecopy or telephonic notice (followed promptly by written notice) thereof to the Borrowers Company and the relevant Lenders as soon as practicable thereafter. If such notice is given pursuant to clause (xi) or (ii) of this Section 2.12(a) in respect of RFR Loans, then any Eurodollar RFR Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any ABR Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar RFR Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar RFR Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, converted to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists), no further Eurodollar Loans under the relevant Term Facility shall be made or continued as such, nor shall the Borrowers have the right to convert Loans under the relevant Term Facility to Eurodollar Loans. (b) Notwithstanding If the adoption of or any other provision change in any Requirement of this Agreement, if any Change Law or in Law the interpretation or application thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations RFR Loans as contemplated hereby with respect to any Eurodollar Loanby this Agreement, then, by written such Lender shall give notice to the Borrowers and thereof to the Administrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for Agent and the duration Company describing the relevant provisions of such unlawfulnessRequirement of Law (and, if the Company shall so request, provide the Company with a memorandum or opinion of counsel of recognized standing (as selected by such Lender) be made by as to such illegality), following which, in the case of RFR Loans, the commitment of such Lender hereunder (or be continued for additional Interest Periods) to make RFR Loans and convert ABR Loans will not thereafter (for to RFR Loans shall forthwith be cancelled and such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all Lender’s outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar RFR Loans shall be converted automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the Borrowers. (c) If at any Secured Party determinestime the Company notifies the Administrative Agent that the Company has determined or the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary, acting reasonably(ii) the circumstances set forth in clause (a)(ii) have arisen or (iii) the circumstances set forth in clause (a)(i) have not arisen but a Benchmark Transition Event has occurred, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify then the Administrative Agent and disclaim any benefit the Company shall endeavor to establish an alternate rate of such security interest to the extent relevant Benchmark (which, for the avoidance of doubt, may include a positive or negative adjustment that may enable the parties hereto to mitigate some of the differences between the relevant Benchmark, as applicable, and the alternate rate of interest) that gives due consideration to the then prevailing market convention and/or any selection or recommendation by the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto, in each case, for determining a rate of interest for syndicated loans in the United States at such illegalitytime, 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 change in the Applicable Margin); provided that that, if such determination or disclaimer alternate rate of interest as so determined would be less than zero, such rate shall not invalidate, render unenforceable or otherwise affect in any manner such Lien be deemed to be zero for the benefit purposes of this Agreement. Notwithstanding anything to the contrary in Section 10.1, such amendment shall become effective, with respect to any relevant Facility, without any further action or consent of any other Secured Partyparty to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date a copy of such proposed amendment is provided to the Lenders, a written notice from the Majority Facility Lenders in respect of such Facility stating that such Majority Facility Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (c) (x) any interest election request pursuant to Section 2.8 that requests the conversion of any Loan to an RFR Loan shall be ineffective and (y) if any request for a Loan pursuant to Section 2.2 constitutes a request for an RFR Loan, such Loan shall be made as an ABR Loan.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period Period: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersCompany or relevant Subsidiary Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate for such Interest Period, or ; (ii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Term such Facility that the Eurodollar Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period; or (iii) the Administrative Agent determines (which determination shall be conclusive and binding upon the Company or the relevant Subsidiary Borrower) that deposits in the applicable Currency are not generally available in the applicable market (any Optional Currency affected by the circumstances described in clause (i), then (ii) or (iii) is referred to as an “Affected Foreign Currency”); the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Company and any relevant Subsidiary Borrower and the relevant Lenders as soon as practicable thereafter. If any such notice is given (xA) pursuant to clause (i) or (ii) of this Section 2.16(a) in respect of Eurocurrency Loans denominated in Dollars, then thereafter (and until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist) (such notice to be given promptly upon the Administrative Agent becoming aware of such change in circumstances) (1) any Eurodollar such Eurocurrency Loans denominated in Dollars under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y2) any ABR Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Eurocurrency Loans denominated in Dollars shall be continued as ABR Loans and Loans, (z3) any outstanding Eurodollar Eurocurrency Loans under the relevant Term Facility denominated in Dollars shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until , (4) any Multicurrency Loans denominated in an Optional Currency requested to be made on the first day of such notice has been withdrawn by Interest Period shall not be made and (5) any outstanding Multicurrency Loans denominated in an Optional Currency shall be converted to or be made as Alternate Rate Loans (and any request set forth in such interest rate election shall be deemed to be a request for such Multicurrency Loans to be converted to or be made as Alternate Rate Loans) and (B) in respect of any Multicurrency Loans denominated in an Optional Currency, then thereafter (and until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist) (which such notice to be given promptly upon the Administrative Agent agrees becoming aware of such change in circumstances) if such notice is given pursuant to do promptly once such condition no longer exists)clause (iii) above, no further Eurodollar any Multicurrency Loans under the relevant Term Facility shall in an Affected Foreign Currency requested to be made or continued as such, nor on the first day of such Interest Period shall the Borrowers have the right to convert Loans under the relevant Term Facility to Eurodollar Loansnot be made. (b) Notwithstanding If the adoption of or any other provision change in any Requirement of this AgreementLaw or in the interpretation or application thereof, if any Change in Law each case, made subsequent to the Closing Date, shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations Eurocurrency Loans as contemplated hereby with respect to any Eurodollar Loanby this Agreement, then, by written such Lender shall give notice to the Borrowers and thereof to the Administrative Agent: , the Company and any affected Subsidiary Borrower describing the relevant provisions of such Requirement of Law (and, if the Company shall request, provide the Company with a memorandum or opinion of counsel of recognized standing (as selected by such Lender) as to such illegality), following which, (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration commitment of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) to make Eurocurrency Loans denominated in Dollars, continue such Eurocurrency Loans as such and convert ABR Loans will not thereafter (for such duration) to Eurocurrency Loans denominated in Dollars shall forthwith be converted into Eurodollar Loanscancelled, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all Lender’s outstanding Eurodollar Eurocurrency Loans made by it denominated in Dollars shall be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the then current Interest Periods with respect to such Loans (or within such earlier period as shall be required by law) to ABR Loans and (iii) such Lender’s outstanding Eurocurrency Loans denominated in any Optional Currency shall be paid in full by the applicable Borrower on the respective last days of the then current Interest Periods with respect to such Loans (or within such earlier period as may be required by law). If any such conversion or prepayment of a Eurocurrency Loan occurs on a day which is not the last day of the then current Interest Period then applicable with respect thereto, the Company or relevant Subsidiary Borrower shall pay to any Lender whose Loan is converted or prepaid such Eurodollar Loan; in all other cases such notice shall amounts, if any, as may be effective on the date of receipt by the Borrowers. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties required pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured PartySection 2.20.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period (i) Period, the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrowersBorrower) that, that (i) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (ii) that such Lender shall incur increased costs or reductions in the Administrative Agent shall have amounts received notice from or receivable hereunder with respect to any Facility because of (x) any change since the Majority Facility Lenders Closing Date in respect any applicable law or governmental rule, regulation, order, guideline or request (whether or not having the force of law) or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order, guideline or request, such as, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the relevant Term Facility Eurodollar Rate and/or (y) other circumstances arising since the Closing Date affecting Lender, the interbank market or the position of such Lender in such market (including that the Eurodollar Rate determined or with respect to be determined for such Interest Period will Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders Majority Facility Lender of funding such Eurodollar Loan), then, such Lender (as conclusively certified or the Administrative Agent, in the case of clause (i) shall promptly give notice (by such Lenderstelephone promptly confirmed in writing) to the Company Borrower and, except in the case of making or maintaining their affected Loans during such Interest Periodclause (i) above, then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers and the relevant Lenders as soon as practicable thereafterof such determination. If such notice is given (x) any Eurodollar Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists), no further Eurodollar Loans under the relevant Term Facility shall be made or continued as such, nor shall the Borrowers BorrowersBorrower have the right to convert Loans under the relevant Term Facility to Eurodollar Loans. (b) Notwithstanding If any other provision Lender determines that any Requirement of this AgreementLaw has made it unlawful, if or that any Change in Law shall make Governmental Authority has asserted that it unlawful is unlawful, for any Lender or its applicable lending office to make make, maintain or maintain any fund Loans whose interest is determined by reference to the Eurodollar Loan Rate, or to give effect determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to its obligations as contemplated hereby with respect purchase or sell, or to any Eurodollar Loantake deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, then, by written notice to the Borrowers Company Borrower and to the Administrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon any request for a Borrowing of Eurodollar Borrowing Loans (or to convert an a Borrowing of ABR Loans to Borrowing to a of Eurodollar Borrowing Loans or to continue a Borrowing of Eurodollar Borrowing Loans for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) aboveabove until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for any such Lender to determine or charge interest rates based upon the Eurodollar Rate. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) ), a notice to the Borrowers Company Borrower by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases cases, such notice shall be effective on the date of receipt by the BorrowersCompany Borrower. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured Party.

Inability to Determine Interest Rate; Illegality. (a) (b) If prior to the first day of any Interest Period for any Eurocurrency Loan in any currency: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined determineds (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar RateEurocurrency Base Rate or the Eurocurrency Rate for such Eurocurrency Loan in such currency for such Interest Period, or or (ii) the Administrative Agent shall have received receiveds notice from the Majority Facility Required Lenders in respect of the relevant Term Facility that the Eurodollar Rate determined or to be determined determinedEurocurrency Base Rate or the Eurocurrency Rate with respect to such Eurocurrency Loan in such currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such LendersLenders in a certificate setting forth in reasonable detail the basis for such determination) of making or maintaining their affected Loans in such currency during such Interest Period, then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (xxv) any Eurodollar Loans under EurodollarDollar Loan requested to be made as a Eurocurrency Loan on the relevant Term Facility first day of such Interest Period shall be made as an ABR Loan, (yw) any Foreign Currency Loan requested to be made on the first day of such Interest Period shall not be made as ABR Loansmade, (yx) any ABR Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar EurodollarEurocurrency Loans shall be continued as ABR Loans and and, (zzy) any outstanding Eurodollar EurodollarEurocurrency Loans under the relevant Term Facility that are Dollar Loans shall be converted, on the last day of the then-current Interest Period, to ABR LoansLoans and (z) any outstanding Eurocurrency Loan that is denominated in any Foreign Currency shall be continued on the last day of the then-current Interest Period as a Eurocurrency Loan denominated in such Foreign Currency bearing interest at an interest rate equal to the sum of (i) the weighted average of the rates notified to the Administrative Agent by each Foreign Currency Lender as soon as practicable and in any event no later than the close of business on the date that is one Business Day after the Quotation Day for the applicable Interest Period (or, if earlier, the first day of such Interest Period), to be that which expresses as a percentage rate per annum the cost to the relevant Foreign Currency Lender of funding its portion of such Eurocurrency Loan denominated in such Foreign Currency for such Interest Period from whatever source it may reasonably select (provided that if any Foreign Currency Lender does not supply a quotation by the time specified in this clause (z)(i) the rate of interest shall be calculated on the basis of the quotations of the remaining Foreign Currency Lenders) plus (ii) the Applicable Margin hereunder. Until such notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists)Agent, no further Eurodollar EurodollarEurocurrency Loans under the relevant Term Facility shall be made or xxxxx no Eurocurrency Loans denominated in Dollars shall be continued as such, nor shall the Borrowers Borrower have the right to convert Loans under the relevant Term Facility to Eurodollar Loans. Eurocurrency Loans. Notwithstanding the foregoing, if the circumstances giving rise to such notice affect Eurocurrency Loans in some (bbut not all) currencies in which a Eurocurrency Loan may be denominated hereunder, then any Eurocurrency Loans denominated in other currencies will not be affected by the provisions of this Section. (bc) Notwithstanding any other provision of this Agreement, if the adoption of or any Change change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain any Eurodollar EurodollarEurocurrency Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar EurodollarEurocurrency Loan, then, by written notice to the Borrowers Borrower and to the Administrative Agent: (i) such Lender may declare that Eurodollar EurodollarEurocurrency Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar EurodollarEurocurrency Loans, whereupon any request for a Eurodollar Borrowing EurodollarEurocurrency Loan (or to convert an ABR Borrowing Loan to a Eurodollar Borrowing EurodollarEurocurrency Loan or to continue a Eurodollar Borrowing EurodollarEurocurrency Loan for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar EurodollarEurocurrency Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurodollar EurodollarEurocurrency Loans denominated in Dollars made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR)Loans, in which event all such Eurodollar EurodollarEurocurrency Loans denominated in Dollars shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) abovethe last sentence of this Section 2.11(b). In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b)above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar EurodollarEurocurrency Loans that would have been made by such Lender or the converted Eurodollar EurodollarEurocurrency Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar EurodollarEurocurrency Loans. For purposes of this clause (b) Section 2.11(b), a notice to the Borrowers Borrower by any Lender shall be effective as to each Eurodollar EurodollarEurocurrency Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar EurodollarEurocurrency Loan; in all other cases such notice shall be effective on the date of receipt by the BorrowersBorrower. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured Party.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period Period: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersCompany or relevant Subsidiary Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate for such Interest Period, or ; or (ii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Term Facility that the Eurodollar Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then ; the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Company and any relevant Subsidiary Borrower and the relevant Lenders as soon as practicable thereafter. If any such notice is given pursuant to clause (xi) or (ii) of this Section 2.18(a) in respect of Eurocurrency Loans, then thereafter (and until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist) (such notice to be given promptly upon the Administrative Agent becoming aware of such change in circumstances) (1) any Eurodollar such Eurocurrency Loans denominated under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y2) any ABR Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Eurocurrency Loans shall be continued as ABR Loans and (z3) any outstanding Eurodollar Eurocurrency Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists), no further Eurodollar Loans under the relevant Term Facility shall be made or continued as such, nor shall the Borrowers have the right to convert Loans under the relevant Term Facility to Eurodollar Loans. (b) Notwithstanding If the adoption of or any other provision change in any Requirement of this AgreementLaw or in the interpretation or application thereof, if any Change in Law each case, made subsequent to the Closing Date, shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations Eurocurrency Loans as contemplated hereby with respect to any Eurodollar Loanby this Agreement, then, by written such Lender shall give notice to the Borrowers and thereof to the Administrative Agent: , the Company and any affected Subsidiary Borrower describing the relevant provisions of such Requirement of Law (and, if the Company shall request, provide the Company with a memorandum or opinion of counsel of recognized standing (as selected by such Lender) as to such illegality), following which, (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration commitment of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) to make Eurocurrency Loans, continue such Eurocurrency Loans as such and convert ABR Loans will not thereafter (for such duration) to Eurocurrency Loans shall forthwith be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and cancelled and (ii) such Lender may require that all Lender’s outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Eurocurrency Loans shall be converted automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the then current Interest Periods with respect to such Loans (or within such earlier period as shall be required by law) to ABR Loans. If any such conversion or prepayment of a Eurocurrency Loan occurs on a day which is not the last day of the then current Interest Period then applicable with respect thereto, the Company or relevant Subsidiary Borrower shall pay to any Lender whose Loan is converted or prepaid such Eurodollar Loan; in all other cases such notice shall amounts, if any, as may be effective on the date of receipt by the Borrowersrequired pursuant to Section 2.22. (c) If at any Secured Party determines, acting reasonably, time the Administrative Agent determines (which determination shall be conclusive and binding upon the Company or relevant Subsidiary Borrower) that any applicable law (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made it unlawfula public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify then the Administrative Agent and disclaim any benefit the Company shall use their commercially reasonable efforts to endeavor to promptly establish an alternate rate of such security interest to the extent Eurocurrency Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such illegality; provided that time, and shall enter into an amendment to this Agreement to reflect such determination or disclaimer shall not invalidatealternate rate of interest and such other related changes to this Agreement as may be applicable (but, render unenforceable or otherwise affect in any manner such Lien for the benefit avoidance of doubt, such changes will not include a reduction in the Applicable Margin). Notwithstanding anything to the contrary in Section 10.1, such amendment shall become effective without any further action or consent of any other Secured Partyparty to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment; 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. Until an alternate rate of interest shall be determined in accordance with this clause (c) (but, only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (A) any notice that requests the conversion of any Loans to, or continuation of any Loans as, Eurocurrency Loans shall be ineffective, (B) if any Borrowing Request requests a Eurocurrency Loan, such Loan shall be made as an ABR Loan and (C) any request by the Borrower for a Eurocurrency Competitive Loan shall be ineffective.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period Period: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersDW Animation) that, by reason of circumstances affecting the relevant eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or or (ii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Term Facility that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Eurodollar Loans during such Interest Period, then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers DW Animation and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurodollar Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, Loans and (y) any Loans under the relevant Term Facility that were to have been converted that, on the first day of such Interest Period Period, were to be converted to or continued as Eurodollar Loans shall be converted to or continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists)Agent, no further Eurodollar Loans under the relevant Term Facility shall be made or continued as such, nor shall the Borrowers DW Animation have the right to convert ABR Loans under the relevant Term Facility to Eurodollar Loans. (b) Notwithstanding any other provision of this Agreementanything to the contrary herein contained, if any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loanhereby, then, by written notice to the Borrowers DW Animation and to the Administrative Agent, such Lender may: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or hereunder, whereupon DW Animation shall otherwise be continued for additional Interest Periods) prohibited from requesting Eurodollar Loans from, and instead shall borrow ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loansfrom, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), hereunder unless such declaration shall be is subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event (A) all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause Section 2.11(c) and (aB) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or Loan resulting from the conversion of, of such Eurodollar Loans. . (c) For purposes of this clause (b) Section 2.11, a notice to the Borrowers DW Animation by any Lender shall be effective as pursuant to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases such notice Section 2.11(b) shall be effective on the date of receipt thereof by the BorrowersDW Animation. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured Party.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period Period: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersCompany) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate (including because the Eurocurrency Screen Rate is not available or published on a current basis) for such Interest Period, or or (ii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Term Facility that the Eurodollar Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then or (iii) the Administrative Agent determines (which determination shall be conclusive and binding upon the Company) that deposits in Dollars are not generally available in the applicable market; the Administrative Agent shall give telecopy or telephonic notice (followed promptly by written notice) thereof to the Borrowers Company and the relevant Lenders as soon as practicable thereafter. If such notice is given pursuant to clause (xi) or (ii) of this Section 2.11(a) in respect of Eurocurrency Loans, then (1) any Eurodollar Eurocurrency Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y2) any ABR Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Eurocurrency Loans shall be continued as ABR Loans and (z3) any outstanding Eurodollar Eurocurrency Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists), no further Eurodollar Loans under the relevant Term Facility shall be made or continued as such, nor shall the Borrowers have the right to convert Loans under the relevant Term Facility to Eurodollar Loans. (b) Notwithstanding If the adoption of or any other provision change in any Requirement of this Agreement, if any Change Law or in Law the interpretation or application thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations Eurocurrency Loans as contemplated hereby with respect to any Eurodollar Loanby this Agreement, then, by written such Lender shall give notice to the Borrowers and thereof to the Administrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for Agent and the duration Company describing the relevant provisions of such unlawfulnessRequirement of Law (and, if the Company shall so request, provide the Company with a memorandum or opinion of counsel of recognized standing (as selected by such Lender) be made by as to such illegality), following which, in the case of Eurocurrency Loans, (A) the commitment of such Lender hereunder (or be continued for additional Interest Periods) to make Eurocurrency Loans, continue such Eurocurrency Loans as such and convert ABR Loans will not thereafter to Eurocurrency Loans shall forthwith be cancelled and (for such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (iiB) such Lender may require that all Lender’s outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Eurocurrency Loans shall be converted automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the then current Interest Periods with respect to such Loans (or within such earlier period as shall be required by law) to ABR Loans. If any such conversion or prepayment of a Eurocurrency Loan occurs on a day which is not the last day of the then current Interest Period then applicable with respect thereto, the Company shall pay to such Eurodollar Loan; in all other cases Lender such notice shall amounts, if any, as may be effective on the date of receipt by the Borrowersrequired pursuant to Section 2.15. (c) If at any Secured Party determines, acting reasonably, time the Company notifies the Administrative Agent that any applicable law the Company has determined or the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of the Eurocurrency Screen Rate has made a public statement that the administrator of the Eurocurrency Screen Rate is insolvent (and there is no successor administrator that will continue publication of the Eurocurrency Screen Rate), (x) the administrator of the Eurocurrency Screen Rate has made a public statement identifying a specific date after which the Eurocurrency Screen Rate will permanently or indefinitely cease to be published by it unlawful(and there is no successor administrator that will continue publication of the Eurocurrency Screen Rate), (y) the supervisor for the administrator of the Eurocurrency Screen Rate has made a public statement identifying a specific date after which the Eurocurrency Screen Rate will permanently or that any indefinitely cease to be published or (z) the supervisor for the administrator of the Eurocurrency Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has asserted that it is unlawfulmade a public statement identifying a specific date after which the Eurocurrency Screen Rate may no longer be used for determining interest rates for loans, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify then the Administrative Agent and disclaim any benefit the Company shall endeavor to establish an alternate rate of such security interest to the extent Eurocurrency Rate (which, for the avoidance of doubt, may include a positive or negative adjustment that may enable the parties hereto to mitigate some of the differences between the Eurocurrency Rate and the alternate rate of interest) that gives due consideration to the then prevailing market convention and/or any selection or recommendation by the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto, in each case, for determining a rate of interest for syndicated loans in the United States at such illegalitytime, 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 change in the Applicable Margin); provided that that, if such determination or disclaimer alternate rate of interest as so determined would be less than zero, such rate shall not invalidate, render unenforceable or otherwise affect in any manner such Lien be deemed to be zero for the benefit purposes of this Agreement. Notwithstanding anything to the contrary in Section 10.1, such amendment shall become effective without any further action or consent of any other Secured Partyparty to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date a copy of such proposed amendment is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (c) (but, in the case of the circumstances described in clause (ii)(w), clause (ii)(x) or clause (ii)(y) of the first sentence of this Section 2.12(c), only to the extent the Eurocurrency Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any interest election request pursuant to Section 2.8 that requests the conversion of any Loan to, or continuation of any Loan as, a Eurocurrency Loan shall be ineffective and (y) if any request for a Loan pursuant to Section 2.2 constitutes a request for a Eurocurrency Loan, such Loan shall be made as an ABR Loan.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period Period: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersCompany or relevant Subsidiary Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate for such Interest Period, or ; (ii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Term such Facility that the Eurodollar Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period; or (iii) the Administrative Agent determines (which determination shall be conclusive and binding upon the Company or the relevant Subsidiary Borrower) that deposits in the applicable Currency are not generally available in the applicable market (any Optional Currency affected by the circumstances described in clause (i), then (ii) or (iii) is referred to as an “Affected Foreign Currency”); the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Company and any relevant Subsidiary Borrower and the relevant Lenders as soon as practicable thereafter. If any such notice is given (xA) pursuant to clause (i) or (ii) of this Section 2.19(a) in respect of Eurocurrency Loans denominated in Dollars, then thereafter (and until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist) (such notice to be given promptly upon the Administrative Agent becoming aware of such change in circumstances) (1) any Eurodollar such Eurocurrency Loans denominated in Dollars under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y2) any ABR Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Eurocurrency Loans denominated in Dollars shall be continued as ABR Loans and Loans, (z3) any outstanding Eurodollar Eurocurrency Loans under the relevant Term Facility denominated in Dollars shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until , (4) any Multicurrency Loans denominated in an Optional Currency requested to be made on the first day of such notice has been withdrawn by Interest Period shall not be made and (5) any outstanding Multicurrency Loans denominated in an Optional Currency shall be converted to or be made as Alternate Rate Loans (and any request set forth in such interest rate election shall be deemed to be a request for such Multicurrency Loans to be converted to or be made as Alternate Rate Loans) and (B) in respect of any Multicurrency Loans denominated in an Optional Currency, then thereafter (and until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist) (which such notice to be given promptly upon the Administrative Agent agrees becoming aware of such change in circumstances) if such notice is given pursuant to do promptly once such condition no longer exists)clause (iii) above, no further Eurodollar any Multicurrency Loans under the relevant Term Facility shall in an Affected Foreign Currency requested to be made or continued as such, nor on the first day of such Interest Period shall the Borrowers have the right to convert Loans under the relevant Term Facility to Eurodollar Loansnot be made. (b) Notwithstanding If the adoption of or any other provision change in any Requirement of this AgreementLaw or in the interpretation or application thereof, if any Change in Law each case, made subsequent to the Closing Date, shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations Eurocurrency Loans as contemplated hereby with respect to any Eurodollar Loanby this Agreement, then, by written such Lender shall give notice to the Borrowers and thereof to the Administrative Agent: , the Company and any affected Subsidiary Borrower describing the relevant provisions of such Requirement of Law (and, if the Company shall request, provide the Company with a memorandum or opinion of counsel of recognized standing (as selected by such Lender) as to such illegality), following which, (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration commitment of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) to make Eurocurrency Loans denominated in Dollars, continue such Eurocurrency Loans as such and convert ABR Loans will not thereafter (for such duration) to Eurocurrency Loans denominated in Dollars shall forthwith be converted into Eurodollar Loanscancelled, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all Lender’s outstanding Eurodollar Eurocurrency Loans made by it denominated in Dollars shall be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the then current Interest Periods with respect to such Loans (or within such earlier period as shall be required by law) to ABR Loans and (iii) such Lender’s outstanding Eurocurrency Loans denominated in any Optional Currency shall be paid in full by the applicable Borrower on the respective last days of the then current Interest Periods with respect to such Loans (or within such earlier period as may be required by law). If any such conversion or prepayment of a Eurocurrency Loan occurs on a day which is not the last day of the then current Interest Period then applicable with respect thereto, the Company or relevant Subsidiary Borrower shall pay to any Lender whose Loan is converted or prepaid such Eurodollar Loan; in all other cases such notice shall amounts, if any, as may be effective on the date of receipt by the Borrowers. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties required pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured PartySection 2.23.

Inability to Determine Interest Rate; Illegality. Subject to clauses (ab), (c), (d), (e), (f) If prior to the first day and (g) of any Interest Period this Section 2.16: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined determines (which determination shall be conclusive and binding upon absent manifest error) prior to the Borrowers) thatcommencement of any Interest Period for a 509265-2072-11662-ACTIVE.44337519 borrowing of Eurodollar Rate Loans, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurodollar Base Rate, the Eurodollar Rate or the CDOR Rate (including because the applicable Screen Rate is not available or published on a current basis), for the applicable Agreed Currency and such Interest Period, or ; or (ii) the Administrative Agent shall have received notice from is advised by the Majority Facility Required Lenders in respect that prior to the commencement of the relevant Term Facility that any Interest Period for a borrowing of Eurodollar Rate Loans, the Eurodollar Rate, the Eurodollar Base Rate, or the CDOR Rate determined or to be determined for the applicable Agreed Currency and such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lendersor Lender) of making or maintaining their affected Loans during (or its Loan) included in such borrowing for the applicable Agreed Currency and such Interest Period, then ; the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower Representative and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) in respect of the Eurodollar Base Rate or the Eurodollar Rate, (1) any Eurodollar Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y2) any Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and Loans, (z3) any outstanding Eurodollar Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until Loans and (4) until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent agrees will take promptly after the conditions giving rise to do promptly once such condition notice no longer existsexist), no further Eurodollar Loans under the relevant Term Facility shall be made or continued as such, nor shall the Borrowers have the right to convert Loans under the relevant Term Facility to Eurodollar Loans. Loans and (by) Notwithstanding in respect of the CDOR Rate, (1) any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender CDOR Loans under the relevant Facility requested to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to be made on the Borrowers and to the Administrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration first day of such unlawfulness) Interest Period shall be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar as Canadian Prime Loans, whereupon (2) any request for a Eurodollar Borrowing (or Loans under the relevant Facility that were to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to have been converted on the first day of such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar CDOR Loans shall be automatically converted to ABR continued as Canadian Prime Loans, (3) any outstanding CDOR Loans as of under the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender relevant Facility shall be effective as to each Eurodollar Loan made by such Lender, if lawfulconverted, on the last day of the then-current Interest Period then applicable Period, to such Eurodollar Loan; in all other cases Canadian Prime Loans and (4) until such notice shall be effective on the date of receipt has been withdrawn by the Borrowers. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of (which action the Administrative Agent will take promptly after the conditions giving rise to such security interest notice no longer exist), no further CDOR Loans under the relevant Facility shall be made or continued as such, nor shall the Borrowers have the right to convert Loans under the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured Partyrelevant Facility to CDOR Loans.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period Period: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersCompany) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate for such Interest Period, or ; or (ii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Term Facility that the Eurodollar Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then ; the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Company and the relevant Lenders as soon as practicable thereafter. If any such notice is given pursuant to clause (xi) or (ii) of this Section 2.18(a) in respect of Eurocurrency Loans, then thereafter (and until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist) (such notice to be given promptly upon the Administrative Agent becoming aware of such change in circumstances) (1) any Eurodollar such Eurocurrency Loans denominated under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y2) any ABR Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Eurocurrency Loans shall be continued as ABR Loans and (z3) any outstanding Eurodollar Eurocurrency Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists), no further Eurodollar Loans under the relevant Term Facility shall be made or continued as such, nor shall the Borrowers have the right to convert Loans under the relevant Term Facility to Eurodollar Loans. (b) Notwithstanding If the adoption of or any other provision change in any Requirement of this AgreementLaw or in the interpretation or application thereof, if any Change in Law each case, made subsequent to the Closing Date, shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations Eurocurrency Loans as contemplated hereby with respect to any Eurodollar Loanby this Agreement, then, by written such Lender shall give notice to the Borrowers and thereof to the Administrative Agent: Agent and the Company describing the relevant provisions of such Requirement of Law (and, if the Company shall request, provide the Company with a memorandum or opinion of counsel of recognized standing (as selected by such Lender) as to such illegality), following which, (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration commitment of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) to make Eurocurrency Loans, continue such Eurocurrency Loans as such and convert ABR Loans will not thereafter (for such duration) to Eurocurrency Loans shall forthwith be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and cancelled and (ii) such Lender may require that all Lender’s outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Eurocurrency Loans shall be converted automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the then current Interest Periods with respect to such Loans (or within such earlier period as shall be required by law) to ABR Loans. If any such conversion or prepayment of a Eurocurrency Loan occurs on a day which is not the last day of the then current Interest Period then applicable with respect thereto, the Company shall pay to any Lender whose Loan is converted or prepaid such Eurodollar Loan; in all other cases such notice shall amounts, if any, as may be effective on the date of receipt by the Borrowersrequired pursuant to Section 2.22. (c) If at any Secured Party determines, acting reasonably, time the Administrative Agent determines (which determination shall be conclusive and binding upon the Company) that any applicable law (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made it unlawfula public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify then the Administrative Agent and disclaim any benefit the Company shall use their commercially reasonable efforts to endeavor to promptly establish an alternate rate of such security interest to the extent Eurocurrency Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such illegality; provided that time, and shall enter into an amendment to this Agreement to reflect such determination or disclaimer shall not invalidatealternate rate of interest and such other related changes to this Agreement as may be applicable (but, render unenforceable or otherwise affect in any manner such Lien for the benefit avoidance of doubt, such changes will not include a reduction in the Applicable Margin). Notwithstanding anything to the contrary in Section 10.1, such amendment shall become effective without any further action or consent of any other Secured Partyparty to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment; 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. Until an alternate rate of interest shall be determined in accordance with this clause (c) (but, only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (A) any notice that requests the conversion of any Loans to, or continuation of any Loans as, Eurocurrency Loans shall be ineffective, (B) if any Borrowing Request requests a Eurocurrency Loan, such Loan shall be made as an ABR Loan and (C) any request by the Company for a Eurocurrency Competitive Loan shall be ineffective.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period Period: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersCompany or relevant Subsidiary Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate for such Interest Period, or ; (ii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Term such Facility that the Eurodollar Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period; or (iii) the Administrative Agent determines (which determination shall be conclusive and binding upon the Company or the relevant Subsidiary Borrower) that deposits in the applicable Currency are not generally available in the applicable market (any Optional Currency affected by the circumstances described in clause (i), then (ii) or (iii) is referred to as an “Affected Foreign Currency”); the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Company and any relevant Subsidiary Borrower and the relevant Lenders as soon as practicable thereafter. If any such notice is given (xA) pursuant to clause (i) or (ii) of this Section 2.18(a) in respect of Eurocurrency Loans denominated in Dollars, then thereafter (and until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist) (such notice to be given promptly upon the Administrative Agent becoming aware of such change in circumstances) (1) any Eurodollar such Eurocurrency Loans denominated in Dollars under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y2) any ABR Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Eurocurrency Loans denominated in Dollars shall be continued as ABR Loans and Loans, (z3) any outstanding Eurodollar Eurocurrency Loans under the relevant Term Facility denominated in Dollars shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until , (4) any L/C Tranche Loans or Multicurrency Loans denominated in an Optional Currency requested to be made on the first day of such notice has been withdrawn by Interest Period shall not be made and (5) any outstanding L/C Tranche Loans or Multicurrency Loans denominated in an Optional Currency shall be converted to or be made as Alternate Rate Loans (and any request set forth in such interest rate election shall be deemed to be a request for such L/C Tranche Loans or Multicurrency Loans to be converted to or be made as Alternate Rate Loans) and (B) in respect of any L/C Tranche Loans or Multicurrency Loans denominated in an Optional Currency, then thereafter (and until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist) (which such notice to be given promptly upon the Administrative Agent agrees becoming aware of such change in circumstances) if such notice is given pursuant to do promptly once such condition no longer exists)clause (iii) above, no further Eurodollar any L/C Tranche Loans under the relevant Term Facility shall or Multicurrency Loans in an Affected Foreign Currency requested to be made or continued as such, nor on the first day of such Interest Period shall the Borrowers have the right to convert Loans under the relevant Term Facility to Eurodollar Loansnot be made. (b) Notwithstanding If the adoption of or any other provision change in any Requirement of this AgreementLaw or in the interpretation or application thereof, if any Change in Law each case, made subsequent to the Closing Date, shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations Eurocurrency Loans as contemplated hereby with respect to any Eurodollar Loanby this Agreement, then, by written such Lender shall give notice to the Borrowers and thereof to the Administrative Agent: , the Company and any affected Subsidiary Borrower describing the relevant provisions of such Requirement of Law (and, if the Company shall request, provide the Company with a memorandum or opinion of counsel of recognized standing (as selected by such Lender) as to such illegality), following which, (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration commitment of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) to make Eurocurrency Loans denominated in Dollars, continue such Eurocurrency Loans as such and convert ABR Loans will not thereafter (for such duration) to Eurocurrency Loans denominated in Dollars shall forthwith be converted into Eurodollar Loanscancelled, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all Lender’s outstanding Eurodollar Eurocurrency Loans made by it denominated in Dollars shall be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the then current Interest Periods with respect to such Loans (or within such earlier period as shall be required by law) to ABR Loans and (iii) such Lender’s outstanding Eurocurrency Loans denominated in any Optional Currency shall be paid in full by the applicable Borrower on the respective last days of the then current Interest Periods with respect to such Loans (or within such earlier period as may be required by law). If any such conversion or prepayment of a Eurocurrency Loan occurs on a day which is not the last day of the then current Interest Period then applicable with respect thereto, the Company or relevant Subsidiary Borrower shall pay to any Lender whose Loan is converted or prepaid such Eurodollar Loan; in all other cases such notice shall amounts, if any, as may be effective on the date of receipt by the Borrowers. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties required pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured PartySection 2.22.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of on any Interest Period Business Day: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersCompany) that, that by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, Daily Simple RFR or RFR, (ii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Term Facility that the Eurodollar Rate determined Daily Simple RFR or to be determined for such Interest Period RFR, as applicable, will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Periodas a result of adoption of or any change in any Requirement of Law or in the interpretation or application thereof after the Effective Date, then or (iii) the Administrative Agent determines (which determination shall be conclusive and binding upon the Company) that deposits in Dollars are not generally available in the applicable market; the Administrative Agent shall give telecopy or telephonic notice (followed promptly by written notice) thereof to the Borrowers Company and the relevant Lenders as soon as practicable thereafter. If such notice is given pursuant to clause (xi) or (ii) of this Section 2.12(a) in respect of RFR Loans, then (1) any Eurodollar RFR Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y2) any ABR Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar RFR Loans shall be continued as ABR Loans and (z3) any outstanding Eurodollar RFR Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, converted to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists), no further Eurodollar Loans under the relevant Term Facility shall be made or continued as such, nor shall the Borrowers have the right to convert Loans under the relevant Term Facility to Eurodollar Loans. (b) Notwithstanding If the adoption of or any other provision change in any Requirement of this Agreement, if any Change Law or in Law the interpretation or application thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations RFR Loans as contemplated hereby with respect to any Eurodollar Loanby this Agreement, then, by written such Lender shall give notice to the Borrowers and thereof to the Administrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for Agent and the duration Company describing the relevant provisions of such unlawfulnessRequirement of Law (and, if the Company shall so request, provide the Company with a memorandum or opinion of counsel of recognized standing (as selected by such Lender) be made by as to such illegality), following which, in the case of RFR Loans, (A) the commitment of such Lender hereunder (or be continued for additional Interest Periods) to make RFR Loans and convert ABR Loans will not thereafter to RFR Loans shall forthwith be cancelled and (for such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (iiB) such Lender may require that all Lender’s outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar RFR Loans shall be converted automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the Borrowers. (c) If at any Secured Party determinestime the Company notifies the Administrative Agent that the Company has determined or the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary, acting reasonably(ii) the circumstances set forth in clause (a)(ii) have arisen or (iii) the circumstances set forth in clause (a)(i) have not arisen but a Benchmark Transition Event has occurred, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify then the Administrative Agent and disclaim any benefit the Company shall endeavor to establish an alternate rate of such security interest to the extent relevant Benchmark (which, for the avoidance of doubt, may include a positive or negative adjustment that may enable the parties hereto to mitigate some of the differences between the relevant Benchmark, as applicable, and the alternate rate of interest) that gives due consideration to the then prevailing market convention and/or any selection or recommendation by the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto, in each case, for determining a rate of interest for syndicated loans in the United States at such illegalitytime, 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 change in the Applicable Margin); provided that that, if such determination or disclaimer alternate rate of interest as so determined would be less than zero, such rate shall not invalidate, render unenforceable or otherwise affect in any manner such Lien be deemed to be zero for the benefit purposes of this Agreement. Notwithstanding anything to the contrary in Section 10.1, such amendment shall become effective without any further action or consent of any other Secured Partyparty to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date a copy of such proposed amendment is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (c) (x) any interest election request pursuant to Section 2.8 that requests the conversion of any Loan to an RFR Loan shall be ineffective and (y) if any request for a Loan pursuant to Section 2.2 constitutes a request for an RFR Loan, such Loan shall be made as an ABR Loan.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period Period: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or or (ii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Term Facility that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such LendersLenders in a certificate setting forth in reasonable detail the basis for such determination) of making or maintaining their affected Loans during such Interest Period, then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurodollar Loans under the relevant Term Facility Loan requested to be made on the first day of such Interest Period shall be made as an ABR LoansLoan, (y) any ABR Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists)Agent, no further Eurodollar Loans under the relevant Term Facility shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Loans under the relevant Term Facility to Eurodollar Loans. (b) Notwithstanding any other provision of this Agreement, if the adoption of or any Change change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers Borrower and to the Administrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing Loan (or to convert an ABR Borrowing Loan to a Eurodollar Borrowing Loan or to continue a Eurodollar Borrowing Loan for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR)Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause paragraph (ab) abovebelow. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b)above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) Section 2.15(b), a notice to the Borrowers Borrower by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the BorrowersBorrower. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured Party.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period Period: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or or (ii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Term Facility that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such LendersLenders in a certificate setting forth in reasonable detail the basis for such determination) of making or maintaining their affected Loans during such Interest Period, then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurodollar Loans under the relevant Term Facility Loan requested to be made on the first day of such Interest Period shall be made as an ABR LoansLoan, (y) any ABR Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists)Agent, no further Eurodollar Loans under the relevant Term Facility shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Loans under the relevant Term Facility to Eurodollar Loans. (b) Notwithstanding any other provision of this Agreement, if the adoption of or any Change change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers Borrower and to the Administrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing Loan (or to convert an ABR Borrowing Loan to a Eurodollar Borrowing Loan or to continue a Eurodollar Borrowing Loan for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR)Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) abovethe last sentence of this Section 2.11(b). In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b)above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) Section 2.11(b), a notice to the Borrowers Borrower by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the BorrowersBorrower. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured Party.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period (i) Period, the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, that (i) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (ii) that such Lender shall incur increased costs or reductions in the Administrative Agent shall have amounts received notice from or receivable hereunder with respect to any Facility because of (x) any change since the Majority Facility Lenders Closing Date in respect any applicable law or governmental rule, regulation, order, guideline or request (whether or not having the force of law) or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order, guideline or request, such as, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the relevant Term Facility Eurodollar Rate and/or (y) other circumstances arising since the Closing Date affecting Lender, the interbank market or the position of such Lender in such market (including that the Eurodollar Rate determined or with respect to be determined for such Interest Period will Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders Majority Facility Lender of funding such Eurodollar Loan), then, such Lender (as conclusively certified or the Administrative Agent, in the case of clause (i) shall promptly give notice (by such Lenderstelephone promptly confirmed in writing) to the Company Borrower and, except in the case of making or maintaining their affected Loans during such Interest Periodclause (i) above, then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers and the relevant Lenders as soon as practicable thereafterof such determination. If such notice is given (x) any Eurodollar Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists), no further Eurodollar Loans under the relevant Term Facility shall be made or continued as such, nor shall the Borrowers have the right to convert Loans under the relevant Term Facility to Eurodollar Loans. (b) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers and to the Administrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the Borrowers. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured Party.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period Period: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersDW Animation absent manifest error) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means (including by means of an Interpolated Rate) do not exist for ascertaining the Eurodollar Base Rate or the Eurodollar Rate, as applicable, for such Interest Period, or or (ii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Term Facility that the Eurodollar Base Rate or the Eurodollar Rate, as applicable, determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Eurodollar Loans during such Interest Period, then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers DW Animation and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurodollar Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, Loans and (y) any Loans under the relevant Term Facility that were to have been converted that, on the first day of such Interest Period Period, were to be converted to or continued as Eurodollar Loans shall be converted to or continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists)Agent, no further Eurodollar Loans under the relevant Term Facility shall be made or continued as such, nor shall the Borrowers DW Animation have the right to convert ABR Loans under the relevant Term Facility to Eurodollar Loans. (b) Notwithstanding any other provision of this Agreementanything to the contrary herein contained, if any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loanhereby, then, by written notice to the Borrowers DW Animation and to the Administrative Agent, such Lender may: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or hereunder, whereupon DW Animation shall otherwise be continued for additional Interest Periods) prohibited from requesting Eurodollar Loans from, and instead shall borrow ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loansfrom, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), hereunder unless such declaration shall be is subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event (A) all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause Section 2.11(c) and (aB) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or Loan resulting from the conversion of, of such Eurodollar Loans. . (c) For purposes of this clause (b) Section 2.11, a notice to the Borrowers DW Animation by any Lender shall be effective as pursuant to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases such notice Section 2.11(b) shall be effective on the date of receipt thereof by the BorrowersDW Animation. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured Party.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period Period: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersCompany or relevant Subsidiary Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate for such Interest Period, or ; (ii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Term such Facility that the Eurodollar Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period; or (iii) the Administrative Agent determines (which determination shall be conclusive and binding upon the Company or the relevant Subsidiary Borrower) that deposits in the applicable Currency are not generally available in the applicable market (any Optional Currency affected by the circumstances described in clause (i), then (ii) or (iii) is referred to as an “Affected Foreign Currency”); the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Company and any relevant Subsidiary Borrower and the relevant Lenders as soon as practicable thereafter. If any such notice is given (xA) pursuant to clause (i) or (ii) of this Section 2.16(a) in respect of Eurocurrency Loans denominated in Dollars, then thereafter (and until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist) (such notice to be given promptly upon the Administrative Agent becoming aware of such change in circumstances) (1) any Eurodollar such Eurocurrency Loans denominated in Dollars under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y2) any ABR Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Eurocurrency Loans denominated in Dollars shall be continued as ABR Loans and Loans, (z3) any outstanding Eurodollar Eurocurrency Loans under the relevant Term Facility denominated in Dollars shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until , (4) any Multicurrency Loans denominated in an Optional Currency requested to be made on the first day of such notice has been withdrawn by Interest Period shall not be made and (5) any outstanding Multicurrency Loans denominated in an Optional Currency shall be converted to or be made as Alternate Rate Loans (and any request set forth in such interest rate election shall be deemed to be a request for such Multicurrency Loans to be converted to or be made as Alternate Rate Loans) and (B) in respect of any Multicurrency Loans denominated in an Optional Currency, then thereafter (and until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist) (which such notice to be given promptly upon the Administrative Agent agrees becoming aware of such change in circumstances) if such notice is given pursuant to do promptly once such condition no longer exists)clause (iii) above, no further Eurodollar any Multicurrency Loans under the relevant Term Facility shall in an Affected Foreign Currency requested to be made or continued as such, nor on the first day of such Interest Period shall the Borrowers have the right to convert Loans under the relevant Term Facility to Eurodollar Loansnot be made. (b) Notwithstanding If the adoption of or any other provision change in any Requirement of this AgreementLaw or in the interpretation or application thereof, if any Change in Law each case, made subsequent to the Closing Date, shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations Eurocurrency Loans as contemplated hereby with respect to any Eurodollar Loanby this Agreement, then, by written such Lender shall give notice to the Borrowers and thereof to the Administrative Agent: , the Company and any affected Subsidiary Borrower describing the relevant provisions of such Requirement of Law (and, if the Company shall request, provide the Company with a memorandum or opinion of counsel of recognized standing (as selected by such Lender) as to such illegality), following which, (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration commitment of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) to make Eurocurrency Loans denominated in Dollars, continue such Eurocurrency Loans as such and convert ABR Loans will not thereafter (for such duration) to Eurocurrency Loans denominated in Dollars shall forthwith be converted into Eurodollar Loanscancelled, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all Lender’s outstanding Eurodollar Eurocurrency Loans made by it denominated in Dollars shall be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the then current Interest Periods with respect to such Loans (or within such earlier period as shall be required by law) to ABR Loans and (iii) such Lender’s outstanding Eurocurrency Loans denominated in any Optional Currency shall be paid in full by the applicable Borrower on the respective last days of the then current Interest Periods with respect to such Loans (or within such earlier period as may be required by law). If any such conversion or prepayment of a Eurocurrency Loan occurs on a day which is not the last day of the then current Interest Period then applicable with respect thereto, the Company or relevant Subsidiary Borrower shall pay to any Lender whose Loan is converted or prepaid such Eurodollar Loan; in all other cases such notice shall amounts, if any, as may be effective on the date of receipt by the Borrowersrequired pursuant to Section 2.20. (c) If at any Secured Party determines, acting reasonably, time the Administrative Agent determines (which determination shall be conclusive and binding upon the Company or relevant Subsidiary Borrower) that any applicable law (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made it unlawfula public statement identifying a specific date after which the Screen Rate for the applicable Currency shall no longer be used for determining interest rates for loans, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify then the Administrative Agent and disclaim any benefit the Company shall use their commercially reasonable efforts to endeavor to promptly establish an alternate rate of such security interest to the extent Eurocurrency Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such illegality; provided that time, and shall enter into an amendment to this Agreement to reflect such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner alternate rate of interest and such Lien other related changes to this Agreement as may be applicable (but for the benefit avoidance of doubt, such changes will not include a reduction in the Applicable Margin). Notwithstanding anything to the contrary in Section 10.1, such amendment shall become effective without any further action or consent of any other Secured Partyparty to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Majority Facility Lenders in respect of each Facility stating that such Majority Facility 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 Agreement. Until an alternate rate of interest shall be determined in accordance with this clause (c) (but, only to the extent the Screen Rate for the applicable Currency and such Interest Period is not available or published at such time on a current basis), (A) any notice that requests the conversion of any Loans to, or continuation of any Loans as, Eurocurrency Loans shall be ineffective, (B) if any Borrowing Request requests a Eurocurrency Loan, such Loan shall be made as an ABR Loan and (C) any request by the Borrower for a Eurocurrency Competitive Loan shall be ineffective.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period Period: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersCompany or relevant Subsidiary Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate for such Interest Period, or ; (ii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Term such Facility that the Eurodollar Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period; or (iii) the Administrative Agent determines (which determination shall be conclusive and binding upon the Company or the relevant Subsidiary Borrower) that deposits in the applicable Currency are not generally available in the applicable market (any Optional Currency affected by the circumstances described in clause (i), then (ii) or (iii) is referred to as an “Affected Foreign Currency”); the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Company and any relevant Subsidiary Borrower and the relevant Lenders as soon as practicable thereafter. If any such notice is given (xA) pursuant to clause (i) or (ii) of this Section 2.21(a) in respect of Eurocurrency Loans denominated in Dollars, then thereafter (and until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist) (such notice to be given promptly upon the Administrative Agent becoming aware of such change in circumstances) (1) any Eurodollar such Eurocurrency Loans denominated in Dollars under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y2) any ABR Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Eurocurrency Loans denominated in Dollars shall be continued as ABR Loans and Loans, (z3) any outstanding Eurodollar Eurocurrency Loans under the relevant Term Facility denominated in Dollars shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until , (4) any L/C Tranche Loans or Multicurrency Loans denominated in an Optional Currency requested to be made on the first day of such notice has been withdrawn by Interest Period shall not be made and (5) any outstanding L/C Tranche Loans or Multicurrency Loans denominated in an 509265-1725-14038-Active.16338633 Optional Currency shall be converted to or be made as Alternate Rate Loans (and any request set forth in such interest rate election shall be deemed to be a request for such L/C Tranche Loans or Multicurrency Loans to be converted to or be made as Alternate Rate Loans) and (B) in respect of any L/C Tranche Loans or Multicurrency Loans denominated in an Optional Currency, then thereafter (and until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist) (which such notice to be given promptly upon the Administrative Agent agrees becoming aware of such change in circumstances) if such notice is given pursuant to do promptly once such condition no longer exists)clause (iii) above, no further Eurodollar any L/C Tranche Loans under the relevant Term Facility shall or Multicurrency Loans in an Affected Foreign Currency requested to be made or continued as such, nor on the first day of such Interest Period shall the Borrowers have the right to convert Loans under the relevant Term Facility to Eurodollar Loansnot be made. (b) Notwithstanding If the adoption of or any other provision change in any Requirement of this AgreementLaw or in the interpretation or application thereof, if any Change in Law each case, made subsequent to the Closing Date, shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations Eurocurrency Loans as contemplated hereby with respect to any Eurodollar Loanby this Agreement, then, by written such Lender shall give notice to the Borrowers and thereof to the Administrative Agent: , the Company and any affected Subsidiary Borrower describing the relevant provisions of such Requirement of Law (and, if the Company shall request, provide the Company with a memorandum or opinion of counsel of recognized standing (as selected by such Lender) as to such illegality), following which, (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration commitment of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) to make Eurocurrency Loans denominated in Dollars, continue such Eurocurrency Loans as such and convert ABR Loans will not thereafter (for such duration) to Eurocurrency Loans denominated in Dollars shall forthwith be converted into Eurodollar Loanscancelled, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all Lender’s outstanding Eurodollar Eurocurrency Loans made by it denominated in Dollars shall be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the then current Interest Periods with respect to such Loans (or within such earlier period as shall be required by law) to ABR Loans and (iii) such Lender’s outstanding Eurocurrency Loans denominated in any Optional Currency shall be paid in full by the applicable Borrower on the respective last days of the then current Interest Periods with respect to such Loans (or within such earlier period as may be required by law). If any such conversion or prepayment of a Eurocurrency Loan occurs on a day which is not the last day of the then current Interest Period then applicable with respect thereto, the Company or relevant Subsidiary Borrower shall pay to any Lender whose Loan is converted or prepaid such Eurodollar Loan; in all other cases such notice shall amounts, if any, as may be effective on the date of receipt by the Borrowers. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties required pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured PartySection 2.25.

Inability to Determine Interest Rate; Illegality. (a) If Subject to Section 1.8 (which shall apply solely in the circumstances set forth therein), if prior to the first day of any Interest Period (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Term SOFR Rate for such Interest Period, or (ii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Term Facility that the Eurodollar Term SOFR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenderslenders) of making or maintaining their affected Loans during such Interest Period, then the Administrative Agent shall give telecopy or telephonic written notice thereof to the Borrowers Borrower Representative and the relevant Lenders as soon as practicable thereafter. If such notice is given Thereafter, (x) any Eurodollar the obligation of the Lenders to make or maintain Term Benchmark Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, suspended and (y) any Loans under in the relevant event of a determination described in the preceding sentence with respect to the Term Facility that were to have been converted on SOFR Rate component of the first day ABR, the utilization of such Interest Period to Eurodollar Loans the Term SOFR Rate component in determining the ABR shall be continued suspended, in each case until such time as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (upon the approval of the Majority Facility Lenders which approval the Administrative Agent agrees to do seek promptly once it reasonably believes such condition no longer exists)) revokes such notice. Upon receipt of such notice, no further Eurodollar the Borrower Representative (on behalf of the Borrowers) may revoke any pending request for a Borrowing of, conversion to or continuation of Term Benchmark Loans under or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Loans in the relevant Term Facility shall be made or continued as such, nor shall the Borrowers have the right to convert Loans under the relevant Term Facility to Eurodollar Loansamount specified therein. (b) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar Term Benchmark Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Term Benchmark Loan, then, by written notice to the Borrowers Borrower Representative and to the Administrative Agent: (i) any obligation of such Lender may declare that Eurodollar to make or continue Term Benchmark Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration Term Benchmark Loans shall be subsequently withdrawn; suspended, and (ii) if such notice asserts the illegality of such Lender may require that all outstanding Eurodollar Loans made by it be converted to making or maintaining ABR Loans (the interest rate on which is determined by reference to the Term SOFR Rate component of the ABR, the interest rate on which ABR Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Term SOFR Rate component of the ABR, (iii) in each case of clauses (i) and (ii) until such Xxxxxx notifies the Administrative Agent and the Borrower Representative that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), in which event prepay (solely if requirement by a Requirement of Law) or, if applicable, convert all of such Eurodollar Lender’s Term Benchmark Loans shall be automatically converted to ABR Loans as (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR Rate component of the effective date ABR) either on the last day of the Interest Period therefor, if such notice as provided in clause (a) aboveLender may lawfully continue to maintain such Term Benchmark Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Term Benchmark Loans. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Term Benchmark Loans that would have been made by such Lender or the converted Eurodollar Term Benchmark Loans of such Lender shall instead be applied to repay the ABR Loans (if applicable) made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Term Benchmark Loans. For purposes of this clause (b) ), a notice to the Borrowers Borrower Representative by any Lender shall be effective as to each Eurodollar Term Benchmark Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Term Benchmark Loan; in all other cases cases, such notice shall be effective on the date of receipt by the BorrowersBorrower Representative. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured Party.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period Period: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersCompany or relevant Subsidiary Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate for such Interest Period, or ; (ii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Term such Facility that the Eurodollar Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period; or (iii) the Administrative Agent determines (which determination shall be conclusive and binding upon the Company or the relevant Subsidiary Borrower) that deposits in the applicable Currency are not generally available in the applicable market (any Optional Currency affected by the circumstances described in clause (i), then (ii) or (iii) is referred to as an “Affected Foreign Currency”); the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Company and any relevant Subsidiary Borrower and the relevant Lenders as soon as practicable thereafter. If any such notice is given (xA) pursuant to clause (i) or (ii) of this Section 2.17(a) in respect of Eurocurrency Loans denominated in Dollars, then thereafter (and until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist) (such notice to be given promptly upon the Administrative Agent becoming aware of such change in circumstances) (1) any Eurodollar such Eurocurrency Loans denominated in Dollars under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y2) any ABR Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Eurocurrency Loans denominated in Dollars shall be continued as ABR Loans and Loans, (z3) any outstanding Eurodollar Eurocurrency Loans under the relevant Term Facility denominated in Dollars shall be converted, on the last day of the 509265-1725-08888-13316466 51 then-current Interest Period, to ABR Loans. Until , (4) any Multicurrency Loans denominated in an Optional Currency requested to be made on the first day of such notice has been withdrawn by Interest Period shall not be made and (5) any outstanding Multicurrency Loans denominated in an Optional Currency shall be converted to or be made as Alternate Rate Loans (and any request set forth in such interest rate election shall be deemed to be a request for such Multicurrency Loans to be converted to or be made as Alternate Rate Loans) and (B) in respect of any Multicurrency Loans denominated in an Optional Currency, then thereafter (and until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist) (which such notice to be given promptly upon the Administrative Agent agrees becoming aware of such change in circumstances) if such notice is given pursuant to do promptly once such condition no longer exists)clause (iii) above, no further Eurodollar any Multicurrency Loans under the relevant Term Facility shall in an Affected Foreign Currency requested to be made or continued as such, nor on the first day of such Interest Period shall the Borrowers have the right to convert Loans under the relevant Term Facility to Eurodollar Loansnot be made. (b) Notwithstanding If the adoption of or any other provision change in any Requirement of this AgreementLaw or in the interpretation or application thereof, if any Change in Law each case, made subsequent to the Closing Date, shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations Eurocurrency Loans as contemplated hereby with respect to any Eurodollar Loanby this Agreement, then, by written such Lender shall give notice to the Borrowers and thereof to the Administrative Agent: , the Company and any affected Subsidiary Borrower describing the relevant provisions of such Requirement of Law (and, if the Company shall request, provide the Company with a memorandum or opinion of counsel of recognized standing (as selected by such Lender) as to such illegality), following which, (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration commitment of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) to make Eurocurrency Loans denominated in Dollars, continue such Eurocurrency Loans as such and convert ABR Loans will not thereafter (for such duration) to Eurocurrency Loans denominated in Dollars shall forthwith be converted into Eurodollar Loanscancelled, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all Lender's outstanding Eurodollar Eurocurrency Loans made by it denominated in Dollars shall be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the then current Interest Periods with respect to such Loans (or within such earlier period as shall be required by law) to ABR Loans and (iii) such Lender's outstanding Eurocurrency Loans denominated in any Optional Currency shall be paid in full by the applicable Borrower on the respective last days of the then current Interest Periods with respect to such Loans (or within such earlier period as may be required by law). If any such conversion or prepayment of a Eurocurrency Loan occurs on a day which is not the last day of the then current Interest Period then applicable with respect thereto, the Company or relevant Subsidiary Borrower shall pay to any Lender whose Loan is converted or prepaid such Eurodollar Loan; in all other cases such notice shall amounts, if any, as may be effective on the date of receipt by the Borrowers. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties required pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured PartySection 2.21.

Inability to Determine Interest Rate; Illegality. (a) If prior Subject to the first day clauses (b), (c), (d), (e), (f) and (g) of any Interest Period this Section 2.16: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined determines (which determination shall be conclusive and binding upon absent manifest error) prior to the Borrowers) thatcommencement of any Interest Period for a borrowing of Eurodollar Rate Loans, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurodollar Base Rate, the Eurodollar Rate or the CDOR Rate (including because the applicable Screen Rate is not available or published on a current basis), for the applicable Agreed Currency and such Interest Period, or ; or (ii) the Administrative Agent shall have received notice from is advised by the Majority Facility Required Lenders in respect that prior to the commencement of the relevant Term Facility that any Interest Period for a borrowing of Eurodollar Rate Loans, the Eurodollar Rate, the Eurodollar Base Rate, or the CDOR Rate determined or to be determined for the applicable Agreed Currency and such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lendersor Lender) of making or maintaining their affected Loans during (or its Loan) included in such borrowing for the applicable Agreed Currency and such Interest Period, then ; the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower Representative and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) in respect of the Eurodollar Base Rate or the Eurodollar Rate, (1) any Eurodollar Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y2) any Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and Loans, (z3) any outstanding Eurodollar Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until Loans and (4) until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent agrees will take promptly after the conditions giving rise to do promptly once such condition notice no longer existsexist), no further Eurodollar Loans under the relevant Term Facility shall be made or continued as such, nor shall the Borrowers have the right to convert Loans under the relevant Term Facility to Eurodollar Loans and (y) in respect of the CDOR Rate, (1) any CDOR Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as Canadian Prime Loans, (2) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to CDOR Loans shall be continued as Canadian Prime Loans, (3) any outstanding CDOR Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to Canadian Prime Loans and (4) until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist), no further CDOR Loans under the relevant Facility shall be made or continued as such, nor shall the Borrowers have the right to convert Loans under the relevant Facility to CDOR Loans. (b) Notwithstanding anything to the contrary herein or in any other provision Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this AgreementSection 2.16), if a Benchmark Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any Change setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in Law shall make it unlawful accordance with clause (1) or (2) of the definition of “Benchmark Replacement” with respect to Dollars for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Lender to make Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or maintain further action or consent of any Eurodollar other party to, this Agreement or any other Loan or to give effect to its obligations as contemplated hereby Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” with respect to any Eurodollar LoanAgreed Currency for such Benchmark Replacement Date, thensuch Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) 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 Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (c) Notwithstanding anything to the Borrowers contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, with respect to a Loan denominated in Dollars, 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 the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause (c) shall not be effective unless the Administrative Agent:Agent has delivered to the Lenders and the Borrowers a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after the occurrence of a Term SOFR Transition Event and may do so in its sole discretion. (id) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Lender Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (e) The Administrative Agent will promptly notify the applicable Borrower and the Lenders of (a) any occurrence of a Benchmark Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, (b) the implementation of any Benchmark Replacement, (c) the effectiveness of any Benchmark Replacement Conforming Changes, (d) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (e) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.16, 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 reference consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.16. (f) Notwithstanding anything to the Eurodollar Rate component contrary herein or in any other Loan Document, at any time (including in connection with the implementation of the ABRa Benchmark Replacement), in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In if the event any Lender shall exercise its rights under paragraphs then-current Benchmark is a term rate (including Term SOFR, or Eurodollar Base Rate) and either (i) 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 (ii) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (b) if a tenor that was removed pursuant to clause (i) above either (i) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (ii) of this clause is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (bincluding a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all payments and prepayments Benchmark settings at or after such time to reinstate such previously removed tenor. (g) Upon a Borrower’s receipt of principal that would otherwise have been applied to repay notice of the commencement of a Benchmark Unavailability Period in respect of the Eurodollar Loans that would have been made by such Lender Base Rate, the applicable Borrower may revoke any request for a borrowing of, conversion to or the converted continuation of Eurodollar Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the applicable Borrower will be deemed to have converted any request for a borrowing of such Lender shall instead be applied Eurodollar Rate Loans denominated in Dollars into a request for a borrowing of or conversion to repay ABR Loans. Upon a Borrower’s receipt of notice of the ABR commencement of a Benchmark Unavailability Period in respect of CDOR, the applicable Borrower may revoke any request for a borrowing of CDOR Loans made by such Lender in lieu of, conversion to or resulting from continuation of CDOR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the applicable Borrower will be deemed to have converted any request for a borrowing of CDOR Loans into a request for a borrowing of or conversion ofto Canadian Prime Rate Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR. Furthermore, if any Eurodollar Loan or any CDOR Loan is outstanding on the date of the applicable Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to such Eurodollar Loans. For purposes of Loan or CDOR Loan, then until such time as a Benchmark Replacement for such Agreed Currency is implemented pursuant to this clause Section 2.16, (ba) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar if such Loan made by such Lenderis denominated in Dollars, if lawful, then on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases Loan (or the next succeeding Business Day if such notice day is not a Business Day), such Loan shall be effective on the date of receipt converted by the Borrowers. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent to, and disclaim any benefit shall constitute, an ABR Loan denominated in Dollars on such day and (b) if such Loan is denominated in Canadian Dollars, then on the last day of the Interest Period applicable to such security interest to Loan (or the extent of next succeeding Business Day if such illegality; provided that day is not a Business Day), such determination or disclaimer Loan shall not invalidatebe converted by the Administrative Agent to, render unenforceable or otherwise affect and shall constitute, a Canadian Prime Loan denominated in any manner Canadian Dollars on such Lien for the benefit of any other Secured Partyday.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of on any Interest Period Business Day: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersCompany or the relevant Subsidiary Borrower) that, that by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, Daily Simple RFR or RFR, (ii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Term Facility that the Eurodollar Rate determined Daily Simple RFR or to be determined for such Interest Period RFR, as applicable, will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Periodas a result of adoption of or any change in any Requirement of Law or in the interpretation or application thereof after the Effective Date, then or (iii) the Administrative Agent determines (which determination shall be conclusive and binding upon the Company or the relevant Subsidiary Borrower) that deposits in Dollars are not generally available in the applicable market; the Administrative Agent shall give telecopy or telephonic notice (followed promptly by written notice) thereof to the Borrowers Company and any relevant Subsidiary Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given pursuant to clause (xi) or (ii) of this Section 2.12(a) in respect of RFR Loans, then (1) any Eurodollar RFR Loans under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y2) any ABR Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar RFR Loans shall be continued as ABR Loans and (z3) any outstanding Eurodollar RFR Loans under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, converted to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists), no further Eurodollar Loans under the relevant Term Facility shall be made or continued as such, nor shall the Borrowers have the right to convert Loans under the relevant Term Facility to Eurodollar Loans. (b) Notwithstanding If the adoption of or any other provision change in any Requirement of this Agreement, if any Change Law or in Law the interpretation or application thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations RFR Loans as contemplated hereby with respect to any Eurodollar Loanby this Agreement, then, by written such Lender shall give notice to the Borrowers and thereof to the Administrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for Agent and, the duration Company and any affected Subsidiary Borrower describing the relevant provisions of such unlawfulnessRequirement of Law (and, if the Company shall so request, provide the Company with a memorandum or opinion of counsel of recognized standing (as selected by such Xxxxxx) be made by as to such illegality), following which, in the case of RFR Loans, (A) the commitment of such Lender hereunder (or be continued for additional Interest Periods) to make RFR Loans and convert ABR Loans will not thereafter to RFR Loans shall forthwith be cancelled and (for such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (iiB) such Lender may require that all Lender’s outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar RFR Loans shall be converted automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the Borrowers. (c) If at any Secured Party determinestime the Company notifies the Administrative Agent that the Company has determined or the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary, acting reasonably(ii) the circumstances set forth in clause (a)(ii) have arisen or (iii) the circumstances set forth in clause (a)(i) have not arisen but a Benchmark Transition Event has occurred, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify then the Administrative Agent and disclaim any benefit the Company shall endeavor to establish an alternate rate of such security interest to the extent relevant Benchmark (which, for the avoidance of doubt, may include a positive or negative adjustment that may enable the parties hereto to mitigate some of the differences between the relevant Benchmark, as applicable, and the alternate rate of interest) that gives due consideration to the then prevailing market convention and/or any selection or recommendation by the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto, in each case, for determining a rate of interest for syndicated loans in the United States at such illegalitytime, 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 change in the Applicable Margin); provided that that, if such determination or disclaimer alternate rate of interest as so determined would be less than zero, such rate shall not invalidate, render unenforceable or otherwise affect in any manner such Lien be deemed to be zero for the benefit purposes of this Agreement. Notwithstanding anything to the contrary in Section 10.1, such amendment shall become effective without any further action or consent of any other Secured Partyparty to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date a copy of such proposed amendment is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (c) (x) any interest election request pursuant to Section 2.8 that requests the conversion of any Loan to an RFR Loan shall be ineffective and (y) if any request for a Loan pursuant to Section 2.2 constitutes a request for an RFR Loan, such Loan shall be made as an ABR Loan.

Inability to Determine Interest Rate; Illegality. (a) If prior to the first day of any Interest Period Period: (i) the Administrative Agent or the Majority Facility Lenders in respect of the relevant Term Facility shall have determined (which determination shall be conclusive and binding upon the BorrowersCompany or the relevant Subsidiary Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate for such Interest Period, or or (ii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Term Facility that the Eurodollar Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then or (iii) the Administrative Agent determines (which determination shall be conclusive and binding upon the Company or the relevant Subsidiary Borrower) that deposits in the applicable Currency are not generally available in the applicable market (any Optional Currency affected by the circumstances described in clause (i), (ii) or (iii) is referred to as an “Affected Foreign Currency”); the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Company and any relevant Subsidiary Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (xA) pursuant to clause (i) or (ii) of this Section 2.23(a) in respect of Eurocurrency Loans denominated in Dollars, then (1) any Eurodollar Eurocurrency Loans denominated in Dollars under the relevant Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y2) any ABR Loans under the relevant Term Facility that were to have been converted on the first day of such Interest Period to Eurodollar Eurocurrency Loans denominated in Dollars under the relevant Facility shall be continued as ABR Loans and (ziii) any outstanding Eurodollar Eurocurrency Loans denominated in Dollars under the relevant Term Facility shall be converted, on the last day of the then-current Interest Period, to ABR LoansLoans and (B) in respect of any Multicurrency Revolving Loans denominated in an Optional Currency, then (1) any Multicurrency Revolving Loans in an Affected Foreign Currency requested to be made on the first day of such Interest Period shall not be made and (2) any outstanding Multicurrency Revolving Loans in an Affected Foreign Currency shall be converted into Eurocurrency Loans denominated in Dollars. Until such relevant notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists)Agent, no further Eurodollar Eurocurrency Loans denominated in Dollars under the relevant Term Facility or Multicurrency Revolving Loans in an Affected Foreign Currency shall be made or continued as such, nor shall the Borrowers Company or any Subsidiary Borrower have the right to convert ABR Loans under the relevant Term Facility to Eurodollar LoansEurocurrency Loans denominated in Dollars. (b) Notwithstanding If prior to a borrowing by way of the issuance of Acceptances, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Company and the relevant Canadian Borrower) that, by reason of circumstances affecting the relevant money market, there is no market for Acceptances, then: (i) the Administrative Agent shall give telecopy or telephonic notice thereof to the Company and each Canadian Borrower and the relevant Lenders as soon as practicable thereafter, and (ii) the right of a Canadian Borrower to request an issuance of Acceptances shall be suspended until the Administrative Agent determines that the circumstances causing such suspension no longer exist and the Administrative Agent so notifies the Canadian Borrowers and the affected Lenders, (iii) any other provision Acceptances requested to be issued at such time shall not be issued and any notice relating to such Acceptances shall be deemed to be a notice requesting a borrowing by way of this AgreementCanadian Base Rate Loans (as if such notice were given pursuant to Section 2.9). Until such relevant notice has been withdrawn by the Administrative Agent, if no further Acceptances will be issued, nor shall the Company or any Change Canadian Borrower have the right to convert Canadian Base Rate Loans to Acceptances. (c) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan Eurocurrency Loans or to give effect to its obligations accept and purchase Acceptances as contemplated hereby by this Agreement, such Lender shall give notice thereof to the Administrative Agent, the Company and any affected Subsidiary Borrower describing the relevant provisions of such Requirement of Law (and, if the Company shall so request, provide the Company with a memorandum or opinion of counsel of recognized standing (as selected by such Lender) as to such illegality), following which, (i) in the case of Eurocurrency Loans, (A) the commitment of such Lender hereunder to make Eurocurrency Loans, continue such Eurocurrency Loans as such and convert ABR Loans to Eurocurrency Loans shall forthwith be cancelled, (B) such Lender’s outstanding Eurocurrency Loans denominated in Dollars shall be converted automatically on the last day of the then current Interest Periods with respect to such Loans (or within such earlier period as shall be required by law) to ABR Loans and (C) such Lender’s outstanding Eurocurrency Loans denominated in any Optional Currency shall be paid in full on the respective last days of the then current Interest Periods with respect to such Loans (or within such earlier period as shall be required by law) and (ii) in respect of Acceptances, (A) the commitment of such Lender hereunder to issue or accept Acceptances shall forthwith be cancelled and (B) the full face amount of such Lender’s outstanding Acceptances shall be repaid in full on the then current maturity dates with respect to such Acceptances (or within such earlier period as shall be required by law) or, if not so repaid, then the full face amount thereof shall be converted to Canadian Base Rate Loans. If any such conversion or prepayment of a Eurocurrency Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Company or the relevant Subsidiary Borrower whose Loan is converted or prepaid shall pay to such Lender such amounts, if any, as may be required pursuant to Section 2.27. (d) If any provision of this Agreement or any of the other Loan Documents would obligate any Canadian Borrower to make any payment of interest with respect to any Eurodollar Loan, then, by written notice to of the Borrowers and Canadian Revolving Extensions of Credit or other amount payable to the Administrative Agent: Agent or any Canadian Revolving Lender in an amount or calculated at a rate which would be prohibited by any Requirement of Law or would result in a receipt by the Administrative Agent or such Canadian Revolving Lender of interest with respect to the Canadian Revolving Extensions of Credit at a criminal rate (ias such terms are construed under any applicable law, including the Criminal Code (Canada)) then, notwithstanding such Lender may declare that Eurodollar Loans will not thereafter (for the duration of provision, such unlawfulness) be made by such Lender hereunder (amount or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, rates shall be deemed a request for an ABR Loan (to have been adjusted with retroactive effect to the maximum amount or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loanrate of interest, as the case may be), unless as would not be so prohibited by any applicable law or so result in a receipt by the Administrative Agent or such declaration shall Canadian Revolving Lender of interest with respect to the Canadian Revolving Extensions of Credit at a criminal rate, such adjustment to be subsequently withdrawneffected, to the extent necessary, as follows: (i) first, by reducing the amount or rates of interest required to be paid to the Administrative Agent or the affected Canadian Revolving Lender under Section 2.21; and (ii) such thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Administrative Agent or the affected Canadian Revolving Lender may require that which would constitute interest with respect to the Canadian Revolving Extensions of Credit for purposes of any applicable law, including Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shalladjustments contemplated thereby, if necessary the Administrative Agent or any Canadian Revolving Lender shall have received an amount in excess of the maximum permitted by any applicable law, including section 347 of the Criminal Code (Canada) and the Interest Act (Canada), then the applicable Canadian Borrower shall be entitled, by notice in writing to avoid illegalitythe Administrative Agent or the affected Canadian Revolving Lender, to obtain reimbursement from the Administrative Agent or such Canadian Revolving Lender in an amount equal to such excess, and pending such reimbursement, such amount shall be determined deemed to be an amount payable by the Administrative Agent without reference or such Canadian Revolving Lender to such Canadian Borrower. Any amount or rate of interest referred to in this Section 2.23(d) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that any Canadian Revolving Commitment remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in or construed by any applicable law, including the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Eurodollar Rate component applicable Revolving Termination Date and for the purpose of the ABRCriminal Code (Canada), in which the event all such Eurodollar Loans shall be automatically converted to ABR Loans as of a dispute, a certificate of a Fellow of the effective date Canadian Institute of such notice as provided in clause (a) above. In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made Actuaries appointed by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. For purposes of this clause (b) a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the Borrowers. (c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit shall be conclusive for the purposes of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured Partydetermination.