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 Until such notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists), no further Eurodollar Loans under the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.

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.

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.

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.

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) 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 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 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 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 Loans at the end of the 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 the extent outstanding) in full at the end of the applicable Interest Period, in the case of Eurocurrency Loans, or within three Business Days after the receipt of such notice, in the case of Sterling Daily Rate Loans; 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 Loans.elected clause (1) above. 115

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.

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.

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 Loans.elected clause (1) above. 109

Inability to Determine Interest Rate; Illegality. (a) 2.11 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.. If any Lender determines that any Requirement of Law has made it unlawful, or(b) that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to Term SOFR , or to determine or charge interest rates based upon Term SOFR , or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, then, by written notice to the Company Borrower and to the Administrative Agent: such Xxxxxx may declare that Term SOFR Loans will not thereafter (for 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 Term SOFR Loans, whereupon any request for a Borrowing of Term SOFR Loans (or to convert a Borrowing of ABR Loans to Borrowing of Term SOFR Loans or to continue a 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 Term SOFR Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and such Lender may require that all outstanding Term SOFR Loans made by it 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 Term SOFR component of the ABR), in which event all such Term SOFR Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in clause (a) above 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 Term SOFR Loans that would have been made by such Lender or the converted 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 Term SOFR Loans. For purposes of this clause (b), a notice to the Company Borrower by any Lender shall be effective as to each Term SOFR Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Term SOFR Loan; in all other cases, such notice shall be effective on the date of receipt by the Company Borrower. If any Secured Party determines, acting reasonably, that any applicable law has(c) made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured - 82-

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 109 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.

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.

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.

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 Loans.elected clause (1) above. 106

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.

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.

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) If any Lender determines that any Requirement of Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate, or to 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 purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through -77-

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.

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.

Inability to Determine Interest Rate; Illegality. (a) If IfOther 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 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) 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 Rate 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 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 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 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 Loans at the end of the 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 the extent outstanding) in full at the end of the applicable Interest Period, in the case of Eurocurrency Loans, or within three Business Days after the receipt of such notice, in the case of Sterling Daily Rate Loans; 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.

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) any Eurodollar the obligation of the Lenders to make or maintain Term SOFR Loans, or convert ABR Loans under the relevant to Term Facility requested to be made on the first day of such Interest Period SOFR Loans, as applicable, 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 component of the first day ABR, the utilization of such Interest Period to Eurodollar Loans the Term SOFR 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 Term SOFR Loans (to the extent of the affected Term SOFR or Interest Periods) or, failing that, 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), no further Eurodollar Loans under ) 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.