Common use of Inability to Determine Interest Rates Clause in Contracts

Inability to Determine Interest Rates. If prior to the commencement of any Interest Period for any Adjusted LIBO Rate Borrowing or on any Index Rate Determination Date with respect to any LIBOR Loan: the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant interbank market, adequate means do not exist for ascertaining the interest rate applicable for such LIBOR Loans on the basis provided for in the definition of Adjusted LIBO Rate or LIBOR Index Rate, as applicable, or the Administrative Agent shall have received notice from the Required Lenders that the Adjusted LIBO Rate or LIBOR Index Rate, as applicable, does not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their (or its, as the case may be) LIBOR Loans for such Interest Period, the Administrative Agent shall give written notice (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) the obligations of the Lenders to make LIBOR Loans, or to continue or convert outstanding Loans as or into LIBOR Loans, shall be suspended and (ii) all such affected Loans shall be converted into Base Rate Loans (a) on the last day of the then current Interest Period applicable thereto if such effected Loan is an Adjusted LIBO Rate Loan or (b) automatically if such effected Loan is a LIBOR Index Rate Loan, unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Adjusted LIBO Rate Borrowing for which a Notice of Revolving Borrowing or Notice of Conversion/Continuation has previously been given that it elects not to borrow on such date, then such Revolving Borrowing shall be made as a Base Rate Borrowing.

Inability to Determine Interest Rates. If If, prior to the commencement of any Interest Period for any Adjusted LIBO Rate Borrowing or on any Index Rate Determination Date with respect to any LIBOR a KEXIM Covered Facility Loan: : (a) the Administrative KEXIM Facility Agent shall have determined (which determination shall be conclusive reasonably determines that adequate and binding upon the Borrower) that, by reason of circumstances affecting the relevant interbank market, adequate reasonable means do not exist for ascertaining the interest rate applicable LIBOR for such LIBOR Loans on Interest Period; or (b) the basis provided for in the definition of Adjusted LIBO Rate or LIBOR Index Rate, as applicable, or the Administrative KEXIM Facility Agent shall have received notice from is advised by the Required Lenders that the Adjusted LIBO Rate or such Required Lenders have reasonably determined that LIBOR Index Rate, as applicable, does for such Interest Period will not adequately and fairly reflect the cost to such KEXIM Covered Facility Lenders of making, funding making or maintaining their (or its, as the case may be) LIBOR KEXIM Covered Facility Loans for such Interest Period, ; then the Administrative KEXIM Facility Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writinga “Rate Determination Notice”) to the Borrower and to the KEXIM Covered Facility Lenders by telephone or telecopy as soon promptly as practicable thereafter. Until thereafter and, until the Administrative KEXIM Facility Agent shall notify notifies the Borrower and the KEXIM Covered Facility Lenders that the circumstances giving rise to such notice no longer existexist (which notice of subsequent change in circumstances shall be given as promptly as practical), (i) during the obligations thirty (30) day period following such Rate Determination Notice (the “Negotiation Period”) the KEXIM Facility Agent and the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for such KEXIM Covered Facility Loans which shall reflect the cost to the KEXIM Covered Facility Lenders of funding the KEXIM Covered Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation Period, such Substitute Basis shall apply in lieu of LIBOR to all Interest Periods commencing on or after the first day of the Lenders to make LIBOR Loans, or to continue or convert outstanding Loans as or into LIBOR Loans, shall be suspended affected Interest Period and (ii) all if a Substitute Basis is not agreed upon during the Negotiation Period, the Borrower may elect to prepay the KEXIM Covered Facility Loans; provided, however, that if the Borrower does not elect so to prepay, each affected KEXIM Covered Facility Lender shall determine (and shall certify from time to time in a certificate delivered by such affected KEXIM Covered Facility Lender to the KEXIM Facility Agent setting forth in reasonable detail the basis of the computation of such amount) the rate basis reflecting the cost to such KEXIM Covered Facility Lender of funding the KEXIM Covered Facility Loans shall be converted into Base Rate Loans (a) for the Interest Period commencing on or after the last first day of the then current affected Interest Period applicable thereto if Period, until the circumstances giving rise to such effected Loan is an Adjusted LIBO Rate Loan or (b) automatically if notice have ceased to apply and such effected Loan is a LIBOR Index Rate Loan, unless rate basis shall be binding upon the Borrower prepays and such Loans KEXIM Covered Facility Lenders and shall apply in accordance with this Agreement. Unless lieu of LIBOR for the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Adjusted LIBO Rate Borrowing for which a Notice of Revolving Borrowing or Notice of Conversion/Continuation has previously been given that it elects not to borrow on such date, then such Revolving Borrowing shall be made as a Base Rate Borrowingaffected Interest Period.

Inability to Determine Interest Rates. If prior (a) Subject to the commencement of any Interest Period for any Adjusted LIBO Rate Borrowing or on any Index Rate Determination Date with respect to any LIBOR Loan: the Administrative Agent shall have determined Section 2.7(b), if Lender determines (which determination shall be conclusive and binding upon the Borrowerabsent manifest error) that, by reason of circumstances affecting the relevant interbank market, adequate means do that “Daily Simple SOFR” cannot exist for ascertaining the interest rate applicable for such LIBOR Loans on the basis provided for in be determined pursuant to the definition thereof, Lender will promptly so notify Borrower. Upon notice thereof by Lender to Borrower, any obligation of Adjusted LIBO Rate the Lender to make or LIBOR Index Rate, continue all or any portion of the Loan as applicable, a SOFR Loan or to convert all or any portion of the Administrative Agent shall have received notice from the Required Lenders Loan that the Adjusted LIBO Rate or LIBOR Index Rate, as applicable, does not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their (or its, as the case may be) LIBOR Loans for such Interest Period, the Administrative Agent shall give written notice (or telephonic notice, promptly confirmed in writing) is accruing interest by reference to the Borrower and Base Rate to a SOFR Loan shall be suspended (to the Lenders as soon as practicable thereafterextent of the affected SOFR Loans) until Lender revokes such notice. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to Upon receipt of such notice no longer existnotice, (i) Borrower may revoke any pending request for a borrowing of a SOFR Loan (to the obligations extent of the Lenders affected SOFR Loans) or, failing that, Borrower will be deemed to make LIBOR Loans, or to continue or convert outstanding Loans as or have converted any such request into LIBOR Loans, shall be suspended a request for an advance (if advances are permitted) of an advance accruing at the Base Rate plus the Applicable Margin in the amount specified therein and (ii) all such any outstanding affected SOFR Loans shall will be deemed to have been converted into a Loan accruing interest at the Base Rate Loans (a) on plus the last day of Applicable Margin immediately. Upon any such conversion, the then current Interest Period applicable thereto if such effected Loan is an Adjusted LIBO Rate Loan or Borrower shall also pay any additional amounts required pursuant to Section 2.13. (b) automatically Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event, Lender and Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 2.7(b) will occur prior to the applicable Benchmark Transition Start Date. (c) In connection with the implementation of a Benchmark Replacement, Lender will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (d) Lender will promptly notify Borrower of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. Lender will promptly notify Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to subsection (e) below. Any determination, decision or election that may be made by Lender pursuant to this Section 2.7, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.7. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate and either (A) 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 Lender in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Xxxxxxxxx has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then Lender may modify any definition of “interest period” (if such effected Loan definition exists herein, or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a LIBOR Index Rate Loanscreen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Adjusted LIBO Rate Borrowing for which a Notice of Revolving Borrowing or Notice of Conversion/Continuation has previously been given is no longer, subject to an announcement that it elects not to borrow on such dateis or will no longer be representative for a Benchmark (including a Benchmark Replacement), then Lender may modify the definition of “interest period” (if such Revolving Borrowing shall definition exists herein, or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor. (f) Upon Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, Borrower may revoke any pending request for an advance of a SOFR Loan during any Benchmark Unavailability Period and, failing that, (i) Borrower will be made as deemed to have converted any such request into a request for an advance accruing interest at the Base Rate Borrowingplus the Applicable Margin and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into a Loan accruing interest at the Base Rate plus the Applicable Margin immediately.

Inability to Determine Interest Rates. If If, prior to the commencement of any Interest Period for any Adjusted LIBO Rate Borrowing or on any Index Rate Determination Date with respect to any LIBOR a KSURE Covered Facility Loan: : (a) the Administrative KSURE Covered Facility Agent shall have determined (which determination shall be conclusive reasonably determines that adequate and binding upon the Borrower) that, by reason of circumstances affecting the relevant interbank market, adequate reasonable means do not exist for ascertaining the interest rate applicable LIBOR for such LIBOR Loans on Interest Period; or (b) the basis provided for in the definition of Adjusted LIBO Rate or LIBOR Index Rate, as applicable, or the Administrative KSURE Covered Facility Agent shall have received notice from is advised by the Required Lenders that the Adjusted LIBO Rate or such Required Lenders have reasonably determined that LIBOR Index Rate, as applicable, does for such Interest Period will not adequately and fairly reflect the cost to such KSURE Covered Facility Lenders of making, funding making or maintaining their (or its, as the case may be) LIBOR KSURE Covered Facility Loans for such Interest Period, ; then the Administrative KSURE Covered Facility Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writinga “Rate Determination Notice”) to the Borrower and to the KSURE Covered Facility Lenders by telephone or telecopy as soon promptly as practicable thereafter. Until thereafter and, until the Administrative KSURE Covered Facility Agent shall notify notifies the Borrower and the KSURE Covered Facility Lenders that the circumstances giving rise to such notice no longer existexist (which notice of subsequent change in circumstances shall be given as promptly as practical), (i) during the obligations thirty (30) day period following such Rate Determination Notice (the “Negotiation Period”) the KSURE Covered Facility Agent and the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for such KSURE Covered Facility Loans which shall reflect the cost to the KSURE Covered Facility Lenders of funding the KSURE Covered Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation Period, such Substitute Basis shall apply in lieu of LIBOR to all Interest Periods commencing on or after the first day of the Lenders to make LIBOR Loans, or to continue or convert outstanding Loans as or into LIBOR Loans, shall be suspended affected Interest Period and (ii) all if a Substitute Basis is not agreed upon during the Negotiation Period, the Borrower may elect to prepay the KSURE Covered Facility Loans; provided, however, that if the Borrower does not elect so to prepay, each affected KSURE Covered Facility Lender shall determine (and shall certify from time to time in a certificate delivered by such affected KSURE Covered Facility Lender to the KSURE Covered Facility Agent setting forth in reasonable detail the basis of the computation of such amount) the rate basis reflecting the cost to such KSURE Covered Facility Lender of funding the KSURE Covered Facility Loans shall be converted into Base Rate Loans (a) for the Interest Period commencing on or after the last first day of the then current affected Interest Period applicable thereto if Period, until the circumstances giving rise to such effected Loan is an Adjusted LIBO Rate Loan or (b) automatically if notice have ceased to apply and such effected Loan is a LIBOR Index Rate Loan, unless rate basis shall be binding upon the Borrower prepays and such Loans KSURE Covered Facility Lenders and shall apply in accordance with this Agreement. Unless lieu of LIBOR for the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Adjusted LIBO Rate Borrowing for which a Notice of Revolving Borrowing or Notice of Conversion/Continuation has previously been given that it elects not to borrow on such date, then such Revolving Borrowing shall be made as a Base Rate Borrowingaffected Interest Period.

Inability to Determine Interest Rates. If If, prior to the commencement of any Interest Period for any Adjusted LIBO Rate Borrowing or on any Index Rate Determination Date with respect to any LIBOR a KEXIM Direct Facility Loan: : (a) the Administrative KEXIM Facility Agent shall have determined (which determination shall be conclusive reasonably determines that adequate and binding upon the Borrower) that, by reason of circumstances affecting the relevant interbank market, adequate reasonable means do not exist for ascertaining the interest rate applicable LIBOR for such Interest Period; or (b) the KEXIM Facility Agent is advised by KEXIM that KEXIM has reasonably determined that LIBOR Loans on the basis provided for in the definition of Adjusted LIBO Rate or LIBOR Index Rate, as applicable, or the Administrative Agent shall have received notice from the Required Lenders that the Adjusted LIBO Rate or LIBOR Index Rate, as applicable, does such Interest Period will not adequately and fairly reflect the cost to such Lenders KEXIM of making, funding making or maintaining their (or its, as the case may be) LIBOR its KEXIM Direct Facility Loans for such Interest Period, ; then the Administrative KEXIM Facility Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writinga “Rate Determination Notice”) to the Borrower and to the Lenders KEXIM by telephone or telecopy as soon promptly as practicable thereafter. Until thereafter and, until the Administrative KEXIM Facility Agent shall notify notifies the Borrower and the Lenders KEXIM that the circumstances giving rise to such notice no longer existexist (which notice of subsequent change in circumstances shall be given as promptly as practical), (i) during the obligations thirty (30) day period following such Rate Determination Notice (the “Negotiation Period”) the KEXIM Facility Agent and the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation Period, such Substitute Basis shall apply in lieu of LIBOR to all Interest Periods commencing on or after the first day of the Lenders to make LIBOR Loans, or to continue or convert outstanding Loans as or into LIBOR Loans, shall be suspended affected Interest Period and (ii) all if a Substitute Basis is not agreed upon during the Negotiation Period, the Borrower may elect to prepay the KEXIM Direct Facility Loans; provided, however, that if the Borrower does not elect so to prepay, KEXIM shall determine (and shall certify from time to time in a certificate delivered by KEXIM to the KEXIM Facility Agent setting forth in reasonable detail the basis of the computation of such affected amount) the rate basis reflecting the cost to KEXIM of funding the KEXIM Direct Facility Loans shall be converted into Base Rate Loans (a) for the Interest Period commencing on or after the last first day of the then current affected Interest Period applicable thereto if Period, until the circumstances giving rise to such effected Loan is an Adjusted LIBO Rate Loan or (b) automatically if notice have ceased to apply and such effected Loan is a LIBOR Index Rate Loan, unless rate basis shall be binding upon the Borrower prepays such Loans and KEXIM and shall apply in accordance with this Agreement. Unless lieu of LIBOR for the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Adjusted LIBO Rate Borrowing for which a Notice of Revolving Borrowing or Notice of Conversion/Continuation has previously been given that it elects not to borrow on such date, then such Revolving Borrowing shall be made as a Base Rate Borrowingaffected Interest Period.

Inability to Determine Interest Rates. If Subject to Section 2.22, if: (a) (i) prior to the commencement of any Interest Period for a Term Benchmark Borrowing in any Adjusted LIBO Rate Borrowing or on any Index Rate Determination Date with respect to any LIBOR Loan: Currency, the Administrative Agent shall have determined determines (which determination shall be conclusive absent manifest error) that adequate and binding upon the Borrower) that, by reason of circumstances affecting the relevant interbank market, adequate reasonable means do not exist for ascertaining the interest rate applicable Adjusted Term Benchmark Rate (including, without limitation, because the applicable Screen Rate for such LIBOR Loans Currency for such Interest Period is not available or published on the a current basis provided and such circumstances are unlikely to be temporary) for in the definition of Adjusted LIBO Rate such Interest Period or LIBOR Index Rate(ii) at any time, as applicablefor an RFR Borrowing, or the Administrative Agent determines that adequate and reasonable means do not exist for ascertaining the Daily Simple RFR (each determination under this clause (a) shall have received notice from be made in good faith and shall be conclusive absent manifest error); or (b) (i) prior to the commencement of any Interest Period for a Term Benchmark Borrowing in any Currency, the Administrative Agent is advised by the Required Lenders of the applicable Class that the Adjusted LIBO Term Benchmark Rate for a Loan in such Currency or LIBOR Index Rate, as applicable, does for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding making or maintaining their (or its, as the case may be) LIBOR Loans included in such Borrowing for such Interest PeriodPeriod or (ii) at any time for an RFR Borrowing in any Currency, the Administrative Agent is advised by the Required Multicurrency Lenders that the Daily Simple RFR for a Loan in such Currency will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in such Borrowing; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the affected Lenders as soon promptly as practicable thereafterthereafter identifying the relevant provision above. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the obligations conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term Benchmark Borrowing denominated in the affected Currency shall be ineffective and, if the affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing at the end of the Lenders to make LIBOR Loansapplicable Interest Period, or to continue or convert outstanding Loans as or into LIBOR Loans, shall be suspended and (ii) all if the affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such affected Loans shall be converted into Base Rate Loans (a) on the last day of the then current Interest Period applicable thereto if such effected Loan is an Adjusted LIBO Rate Loan or (b) automatically if such effected Loan is a LIBOR Index Rate Loan, unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Adjusted LIBO Rate Borrowing for which a Notice of Revolving Borrowing or Notice of Conversion/Continuation has previously been given that it elects not to borrow on such date, then such Revolving Borrowing shall be made as a Base Syndicated ABR Borrowing, (iii) if the affected Currency is a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Currency shall be made as a Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Currency, at the Borrower’s election shall either (1) be converted to a Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable.

Inability to Determine Interest Rates. If Subject to Section 2.22, if: (a) (i) prior to the commencement of any Interest Period for a Term Benchmark Borrowing in any Adjusted LIBO Rate Borrowing or on any Index Rate Determination Date with respect to any LIBOR Loan: Currency, the Administrative Agent shall have determined determines (which determination shall be conclusive absent manifest error) that adequate and binding upon the Borrower) that, by reason of circumstances affecting the relevant interbank market, adequate reasonable means do not exist for ascertaining the interest rate applicable Adjusted Term Benchmark Rate (including, without limitation, because the applicable Screen Rate for such LIBOR Loans Currency for such Interest Period is not available or published on the a current basis provided and such circumstances are unlikely to be temporary) for in the definition of Adjusted LIBO Rate such Interest Period or LIBOR Index Rate(ii) at any time, as applicablefor an RFR Borrowing, or the Administrative Agent determines that adequate and reasonable means do not exist for ascertaining the Daily Simple RFR (each determination under this clause (a) shall have received notice from be made in good faith and shall be conclusive absent manifest error); or (b) (i) prior to the commencement of any Interest Period for a Term Benchmark Borrowing in any Currency, the Administrative Agent is advised by the Required Lenders of the applicable Class that the Adjusted LIBO Term Benchmark Rate for a Loan in such Currency or LIBOR Index Rate, as applicable, does for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding making or maintaining their (or its, as the case may be) LIBOR Loans included in such Borrowing for such Interest PeriodPeriod or (ii) at any time for an RFR Borrowing in any Currency, the Administrative Agent is advised by the Required Multicurrency Lenders that the Daily Simple RFR for a Loan in such Currency will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in such Borrowing; DOCVARIABLE #DNDocID \* MERGEFORMAT 748401849 72 Second Amended and Restated Revolving Credit Agreement then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the affected Lenders as soon promptly as practicable thereafterthereafter identifying the relevant provision above. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the obligations conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term Benchmark Borrowing denominated in the affected Currency shall be ineffective and, if the affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing at the end of the Lenders to make LIBOR Loansapplicable Interest Period, or to continue or convert outstanding Loans as or into LIBOR Loans, shall be suspended and (ii) all if the affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such affected Loans shall be converted into Base Rate Loans (a) on the last day of the then current Interest Period applicable thereto if such effected Loan is an Adjusted LIBO Rate Loan or (b) automatically if such effected Loan is a LIBOR Index Rate Loan, unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Adjusted LIBO Rate Borrowing for which a Notice of Revolving Borrowing or Notice of Conversion/Continuation has previously been given that it elects not to borrow on such date, then such Revolving Borrowing shall be made as a Base Syndicated ABR Borrowing, (iii) if the affected Currency is a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Currency shall be made as a Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Currency, at the Borrower’s election shall either (1) be converted to a Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing., at the end of the applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable. DOCVARIABLE #DNDocID \* MERGEFORMAT 748401849 73 Second Amended and Restated Revolving Credit Agreement

Inability to Determine Interest Rates. (a) If prior to the commencement of any Interest Period for any Adjusted LIBO Rate Eurocurrency Borrowing or on any Index Rate Determination Date with respect to any LIBOR Loan: of a Class (the Currency of such Borrowing herein called the “Affected Currency”): (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrower absent manifest error) that, by reason of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for ascertaining the interest rate applicable for such LIBOR Loans on the basis provided for in the definition of Adjusted LIBO Rate for the Affected Currency (including, without limitation, because the Screen Rate is not available or LIBOR Index Rate, as applicable, or published on a current basis) for such Interest Period; or (ii) the Administrative Agent shall have received notice from the Required Lenders of such Class of Commitments that the Adjusted LIBO Rate or LIBOR Index Rate, as applicable, does for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding making or maintaining their (or its, as the case may be) LIBOR respective Loans included in such Borrowing for such Interest Period, ; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the affected Lenders as soon promptly as practicable thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the obligations conversion of the Lenders to make LIBOR Loansany Syndicated Borrowing to, or to continue or convert outstanding Loans as or into LIBOR Loansthe continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency shall be suspended and ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing, (ii) all if the Affected Currency is Dollars and any Borrowing Request requests a Eurocurrency Borrowing denominated in Dollars, such affected Loans shall be converted into Base Rate Loans (a) on the last day of the then current Interest Period applicable thereto if such effected Loan is an Adjusted LIBO Rate Loan or (b) automatically if such effected Loan is a LIBOR Index Rate Loan, unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Adjusted LIBO Rate Borrowing for which a Notice of Revolving Borrowing or Notice of Conversion/Continuation has previously been given that it elects not to borrow on such date, then such Revolving Borrowing shall be made as a Base Syndicated ABR Borrowing and (iii) if the Affected Currency is a Foreign Currency, then either, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective, or (B) the LIBO Rate for such Eurocurrency Borrowing shall be the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion), which each Lender shall provide to the Administrative Agent, and the Administrative Agent shall provide to the Borrower, within five (5) Business Days of the Borrower’s request to the Administrative Agent therefor; provided that any rate provided under this clause (B) shall expire, to the extent the Borrower has not elected to use such rate, on the date that is five (5) Business Days after the delivery by the Administrative Agent thereof. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) above have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Screen Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin). Notwithstanding anything to the contrary in Section 9.02, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date that a draft of such 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 (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.13(b), only to the extent the Screen Rate for the applicable currency and/or such Interest Period is not available or published at such time on a current basis) (i) any Interest Election Request that requests the conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Eurocurrency Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing and (iii) if the Affected Currency is a Foreign Currency, then either, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective or (B) the LIBO Rate for such Eurocurrency Borrowing shall be the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion), which each Lender shall provide to the Administrative Agent, and the Administrative Agent shall provide to the Borrower, within five (5) Business Days of the Borrower’s request to the Administrative Agent therefor; provided that any rate provided under this clause (B) shall expire, to the extent the Borrower has not elected to use such rate, on the date that is five (5) Business Days after the delivery by the Administrative Agent thereof; provided, that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

Inability to Determine Interest Rates. (a) If prior to the commencement of any Interest Period for any Adjusted LIBO Rate Eurocurrency Borrowing or on any Index Rate Determination Date with respect to any LIBOR Loan: of a Class (the Currency of such Borrowing herein called the “Affected Currency”): (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrower absent manifest error) that, by reason of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for ascertaining the interest rate applicable for such LIBOR Loans on the basis provided for in the definition of Adjusted LIBO Rate for the Affected Currency (including, without limitation, because the Screen Rate is not available or LIBOR Index Rate, as applicable, or published on a current basis) for such Interest Period; or (ii) the Administrative Agent shall have received notice from the Required Lenders of such Class of Commitments that the Adjusted LIBO Rate or LIBOR Index Rate, as applicable, does for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding making or maintaining their (or its, as the case may be) LIBOR respective Loans included in such Borrowing for such Interest Period, ; 49 Revolving Credit Agreement then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the affected Lenders as soon promptly as practicable thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the obligations conversion of the Lenders to make LIBOR Loansany Syndicated Borrowing to, or to continue or convert outstanding Loans as or into LIBOR Loansthe continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency shall be suspended and ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing, (ii) all if the Affected Currency is Dollars and any Borrowing Request requests a Eurocurrency Borrowing denominated in Dollars, such affected Loans shall be converted into Base Rate Loans (a) on the last day of the then current Interest Period applicable thereto if such effected Loan is an Adjusted LIBO Rate Loan or (b) automatically if such effected Loan is a LIBOR Index Rate Loan, unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Adjusted LIBO Rate Borrowing for which a Notice of Revolving Borrowing or Notice of Conversion/Continuation has previously been given that it elects not to borrow on such date, then such Revolving Borrowing shall be made as a Base Syndicated ABR Borrowing and (iii) if the Affected Currency is a Foreign Currency, then either, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective, or (B) the LIBO Rate Borrowingfor such Eurocurrency Borrowing shall be a rate quoted as being representative of the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever representative methodologies as such Lender may select in its reasonable discretion), which each Lender shall provide to the Administrative Agent, and the Administrative Agent shall provide to the Borrower, within five (5) Business Days of the Borrower’s request to the Administrative Agent therefor; provided that any rate provided under this clause (B) shall expire, to the extent the Borrower has not elected to use such rate, on the date that is five (5) Business Days after the delivery by the Administrative Agent thereof.

Inability to Determine Interest Rates. If (a) If, prior to the commencement of any Interest Period for any Adjusted LIBO Rate Eurocurrency Borrowing or on any Index Rate Determination Date with respect to any LIBOR Loan: of a Class (the Currency of such Borrowing herein called the “Affected Currency”): (i) the Administrative Agent shall have determined determines (which determination shall be conclusive absent manifest error) that adequate and binding upon the Borrower) that, by reason of circumstances affecting the relevant interbank market, adequate reasonable means do not exist for ascertaining the interest rate applicable for such LIBOR Loans on the basis provided for in the definition of Adjusted LIBO Rate or LIBOR Index Rate, as applicable, or for the Affected Currency for such Interest Period; or (ii) the Administrative Agent shall have received notice from is advised by the Required Lenders of such Class that the Adjusted LIBO Rate or LIBOR Index Rate, as applicable, does for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding making or maintaining their (or its, as the case may be) LIBOR respective Loans included in such Borrowing for such Interest Period, ; then the Administrative Agent shall give written notice (or telephonic notice, promptly confirmed in writing) thereof to the Borrower and to the affected Lenders by telephone or telecopy as soon promptly as practicable thereafter. Until thereafter and, until the Administrative Agent shall notify notifies the Borrower and the such Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the obligations conversion of the Lenders to make LIBOR Loansany Syndicated Borrowing to, or to continue or convert outstanding Loans as or into LIBOR Loansthe continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency shall be suspended and ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing, (ii) all if the Affected Currency is Dollars and any Borrowing Request requests a 61 Second Amended and Restated Revolving Credit Agreement Eurocurrency Borrowing denominated in Dollars, such affected Loans shall be converted into Base Rate Loans (a) on the last day of the then current Interest Period applicable thereto if such effected Loan is an Adjusted LIBO Rate Loan or (b) automatically if such effected Loan is a LIBOR Index Rate Loan, unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Adjusted LIBO Rate Borrowing for which a Notice of Revolving Borrowing or Notice of Conversion/Continuation has previously been given that it elects not to borrow on such date, then such Revolving Borrowing shall be made as a Base Syndicated ABR Borrowing and (iii) if the Affected Currency is a Foreign Currency, then either, at the Borrower’s election, (A), any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective, or (B) the LIBO Rate Borrowingfor such Eurocurrency Borrowing shall be the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion), which each Lender shall provide to the Administrative Agent, and the Administrative Agent shall provide to the Borrower, within five (5) Business Days of the Borrower’s request to the Administrative Agent therefor; provided that any rate provided under this clause (B) shall expire, to the extent the Borrower has not elected to use such rate, on the date that is five (5) Business Days after the delivery by the Administrative Agent thereof. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) above have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower may, or in the case of the preceding clause (i) shall, endeavor to agree upon an alternate rate of interest to the Screen Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and if an alternate rate of interest is agreed, shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero (0) percent, such rate shall be deemed to be zero (0) percent for purposes of this Agreement and the other Loan Documents. Notwithstanding anything to the contrary in Section 9.02, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date a copy of such amendment is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment.

Inability to Determine Interest Rates. If If, prior to the commencement of any Interest Period for any Adjusted LIBO Rate Eurocurrency Borrowing or on any Index Rate Determination Date with respect to any LIBOR Loan: of a Class (the Currency of such Borrowing herein called the “Affected Currency”): the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrower absent manifest error) that, by reason of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for ascertaining the interest rate applicable for such LIBOR Loans on the basis provided for in the definition of Adjusted LIBO Rate for the Affected Currency (including, without limitation, because the Screen Rate is not available or LIBOR Index Rate, as applicable, published on a current basis) for such Interest Period; or the Administrative Agent shall have received notice from the Required Lenders of such Class of Commitments that the Adjusted LIBO Rate or LIBOR Index Rate, as applicable, does for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding making or maintaining their (or its, as the case may be) LIBOR respective Loans included in such Borrowing for such Interest Period, ; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the affected Lenders as soon promptly as practicable thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the obligations conversion of the Lenders to make LIBOR Loansany Syndicated Borrowing to, or to continue or convert outstanding Loans as or into LIBOR Loansthe continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency shall be suspended and ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing, (ii) all if the Affected Currency is Dollars and any Borrowing Request requests a Eurocurrency Borrowing denominated in Dollars, such affected Loans shall be converted into Base Rate Loans (a) on the last day of the then current Interest Period applicable thereto if such effected Loan is an Adjusted LIBO Rate Loan or (b) automatically if such effected Loan is a LIBOR Index Rate Loan, unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Adjusted LIBO Rate Borrowing for which a Notice of Revolving Borrowing or Notice of Conversion/Continuation has previously been given that it elects not to borrow on such date, then such Revolving Borrowing shall be made as a Base Syndicated ABR Borrowing and (iii) if the Affected Currency is a Foreign Currency, then either, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective, or (B) the LIBO Rate Borrowingfor such Eurocurrency Borrowing shall be the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion).

Inability to Determine Interest Rates. If Subject to Section 2.19, if (i) prior to the commencement of any Interest Period for any Adjusted LIBO Rate Term Benchmark Borrowing of a Class or on (ii) at any Index Rate Determination Date with respect to any LIBOR Loan: time for a RFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (i) (A) in the case of a Term Benchmark Borrowing, the Administrative Agent shall have determined (which determination shall be in good faith and shall be conclusive and binding upon the BorrowerBorrower absent manifest error) thatthat the Adjusted Term Benchmark Rate for the Affected Currency cannot be determined pursuant to the definition thereof or (B) in the case of a RFR Borrowing, by reason the Administrative Agent shall have determined (which determination shall be in good faith and shall be conclusive and binding upon the Borrower absent manifest error) that the Daily Simple RFR for the Affected Currency cannot be determined pursuant to the definition thereof; or (ii) (A) in the case of circumstances affecting a Term Benchmark Borrowing, prior to the relevant interbank market, adequate means do not exist for ascertaining the interest rate applicable commencement of any Interest Period for such LIBOR Loans on the basis provided for Term Benchmark Borrowing in the definition of Adjusted LIBO Rate or LIBOR Index Rateany applicable Currency, as applicable, or the Administrative Agent shall have received notice from the Required Lenders of such Class of Commitments that the Adjusted LIBO Term Benchmark Rate or LIBOR Index Rate, as applicable, does for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their (or its, as the case may be) LIBOR respective Loans included in such Borrowing for such Interest PeriodPeriod or (B) in the case of a RFR Borrowing, at any time, the Administrative Agent shall have received notice from the Required Multicurrency Lenders that the Daily Simple RFR for the Affected Currency will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining the Loans included in such RFR Borrowing; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the affected Lenders as soon promptly as practicable thereafterthereafter identifying the relevant provision above. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the obligations conversion of any Borrowing to, or the continuation of any Borrowing as, a Term Benchmark Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing at the end of the Lenders to make LIBOR Loansapplicable Interest Period, or to continue or convert outstanding Loans as or into LIBOR Loans, shall be suspended and (ii) all if the Affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such affected Loans Borrowing shall be made as an ABR Borrowing, (iii) if the Affected Currency is a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Affected Currency shall be made as a Term Benchmark Borrowing bearing interest at thewith a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election shall either (1) be converted to a Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into Base an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the Affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate Loans equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (awhich determination shall be conclusive and binding absent manifest error) on that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest Period; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the then current Interest Period for the applicable thereto Term Benchmark Loan, if such effected Loan is an Adjusted LIBO Rate Loan earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (biv)(B)(1) automatically if such effected Loan is a LIBOR Index Rate Loanabove, unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Adjusted LIBO Rate Borrowing for which a Notice of Revolving Borrowing or Notice of Conversion/Continuation has previously been given that it elects not to borrow on such date, then such Revolving Borrowing shall be made as a Base Rate Borrowingapplicable.

Inability to Determine Interest Rates. (a) If prior to the commencement of any Interest Period for any Adjusted LIBO Rate Eurocurrency Borrowing or on any Index Rate Determination Date with respect to any LIBOR Loan: of a Class (the Currency of such Borrowing herein called the “Affected Currency”): (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrower absent manifest error) that, by reason of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for ascertaining the interest rate applicable for such LIBOR Loans on the basis provided for in the definition of Adjusted LIBO Rate for the Affected Currency (including, without limitation, because the Screen Rate is not available or LIBOR Index Rate, as applicable, or published on a current basis) for such Interest Period; or (ii) the Administrative Agent shall have received notice from the Required Lenders of such Class of Commitments that the Adjusted LIBO Rate or LIBOR Index Rate, as applicable, does for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding making or maintaining their (or its, as the case may be) LIBOR respective Loans included in such Borrowing for such Interest Period, ; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the affected Lenders as soon promptly as practicable thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the obligations conversion of the Lenders to make LIBOR Loansany Syndicated Borrowing to, or to continue or convert outstanding Loans as or into LIBOR Loansthe continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency shall be suspended and ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing, (ii) all if the Affected Currency is Dollars and any Borrowing Request requests a Eurocurrency Borrowing denominated in Dollars, such affected Loans shall be converted into Base Rate Loans (a) on the last day of the then current Interest Period applicable thereto if such effected Loan is an Adjusted LIBO Rate Loan or (b) automatically if such effected Loan is a LIBOR Index Rate Loan, unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Adjusted LIBO Rate Borrowing for which a Notice of Revolving Borrowing or Notice of Conversion/Continuation has previously been given that it elects not to borrow on such date, then such Revolving Borrowing shall be made as a Base Syndicated ABR Borrowing and (iii) if the Affected Currency is a Foreign Currency, then either, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective, or (B) the LIBO Rate Borrowing.for such Eurocurrency Borrowing shall be a rate quoted as being representative of the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever representative methodologies as such Lender may select in its reasonable discretion), which each Lender shall provide to the Administrative Agent, and the Administrative Agent shall provide to the Borrower, within five (5) Business Days of the Borrower’s request to the Administrative Agent therefor; provided that any rate provided under this clause (B) shall expire, to the extent the Borrower has not elected to use such rate, on the date that is five (5) Business Days after the delivery by the Administrative Agent thereof. 67 Revolving Credit Agreement

Inability to Determine Interest Rates. If Subject to Section 2.20, if (i) prior to the commencement of any Interest Period for any Adjusted LIBO Rate Term Benchmark Borrowing of a Class or on (ii) at any Index Rate Determination Date with respect to any LIBOR Loan: time for a RFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (i) (A) in the case of a Term Benchmark Borrowing, the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowerBorrower absent manifest error) that, by reason of circumstances affecting that the relevant interbank market, adequate means do Adjusted Term Benchmark Rate for the Affected Currency cannot exist for ascertaining be determined pursuant to the interest rate applicable definition thereof for such LIBOR Loans on the basis provided for Interest Period or (B) in the case of a RFR Borrowing, the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower absent manifest error) that the Daily Simple RFR for the Affected Currency cannot be determined pursuant to the definition thereof; or (ii) (A) in the case of Adjusted LIBO Rate or LIBOR Index Ratea Term Benchmark Borrowing, as applicable, or the Administrative Agent shall have received notice from the Required Lenders of such Class of Commitments that the Adjusted LIBO Term Benchmark Rate or LIBOR Index Rate, as applicable, does for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their (or its, as the case may be) LIBOR respective Loans included in such Borrowing for such Interest PeriodPeriod or (B) in the case of a RFR Borrowing, the Administrative Agent shall have received notice from the Required Multicurrency Lenders that the Daily Simple RFR for the Affected Currency will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining the Loans included in such RFR Borrowing; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the affected Lenders as soon promptly as practicable thereafterthereafter identifying the relevant provision above. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the obligations conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term Benchmark Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing at the end of the Lenders to make LIBOR Loansapplicable Interest Period, or to continue or convert outstanding Loans as or into LIBOR Loans, shall be suspended and (ii) all if the Affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such affected Loans shall be converted into Base Rate Loans (a) on the last day of the then current Interest Period applicable thereto if such effected Loan is an Adjusted LIBO Rate Loan or (b) automatically if such effected Loan is a LIBOR Index Rate Loan, unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Adjusted LIBO Rate Borrowing for which a Notice of Revolving Borrowing or Notice of Conversion/Continuation has previously been given that it elects not to borrow on such date, then such Revolving Borrowing shall be made as a Base Syndicated ABR Borrowing, (iii) if the Affected Currency is a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election shall either (1) be converted to a Syndicated Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the Affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Syndicated Term Benchmark Borrowing with a Term Benchmark Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest Period; provided that, if the Administrative Agent determines, which determination shall be conclusive and biding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable.

Inability to Determine Interest Rates. If Subject to Section 2.20, if (i) prior to the commencement of any Interest Period for any Adjusted LIBO Rate Term Benchmark Borrowing of a Class or on (ii) at any Index Rate Determination Date with respect to any LIBOR Loan: time for a RFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (i) (A) in the case of a Term Benchmark Borrowing, the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowerBorrower absent manifest error) that, by reason of circumstances affecting that the relevant interbank market, adequate means do Adjusted Term Benchmark Rate for the Affected Currency cannot exist for ascertaining be determined pursuant to the interest rate applicable definition thereof for such LIBOR Loans on the basis provided for Interest Period or (B) in the case of a RFR Borrowing, the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower absent manifest error) that the Daily Simple RFR for the Affected Currency cannot be determined pursuant to the definition thereof; or (ii) (A) in the case of Adjusted LIBO Rate or LIBOR Index Ratea Term Benchmark Borrowing, as applicable, or the Administrative Agent shall have received notice from the Required Lenders of such Class of Commitments that the Adjusted LIBO Term Benchmark Rate or LIBOR Index Rate, as applicable, does for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their (or its, as the case may be) LIBOR respective Loans included in such Borrowing for such Interest PeriodPeriod or (B) in the case of a RFR Borrowing, the Administrative Agent shall have received notice from the Required Multicurrency Lenders that the Daily Simple RFR for the Affected Currency will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining the Loans included in such RFR Borrowing; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the affected Lenders as soon promptly as practicable thereafterthereafter identifying the relevant provision above. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the obligations conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term Benchmark Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing at the end of the Lenders to make LIBOR Loansapplicable Interest Period, or to continue or convert outstanding Loans as or into LIBOR Loans, shall be suspended and (ii) all if the Affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such affected Loans shall be converted into Base Rate Loans (a) on the last day of the then current Interest Period applicable thereto if such effected Loan is an Adjusted LIBO Rate Loan or (b) automatically if such effected Loan is a LIBOR Index Rate Loan, unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Adjusted LIBO Rate Borrowing for which a Notice of Revolving Borrowing or Notice of Conversion/Continuation has previously been given that it elects not to borrow on such date, then such Revolving 82 Borrowing shall be made as a Base Syndicated ABR Borrowing, (iii) if the Affected Currency is a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election shall either (1) be converted to a Syndicated Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the Affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Syndicated Term Benchmark Borrowing with a Term Benchmark Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest Period; provided that, if the Administrative Agent determines, which determination shall be conclusive and biding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable.

Inability to Determine Interest Rates. If If, prior to the commencement of any Interest Period for any Adjusted LIBO Rate Eurocurrency Borrowing or on any Index Rate Determination Date with respect to any LIBOR Loan: of a Class (the Currency of such Borrowing herein called the “Affected Currency”): (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrower absent manifest error) that, by reason of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for ascertaining the interest rate applicable for such LIBOR Loans on the basis provided for in the definition of Adjusted LIBO Rate for the Affected Currency (including, without limitation, because the Screen Rate is not available or LIBOR Index Rate, as applicable, or published on a current basis) for such Interest Period; or (b) the Administrative Agent shall have received notice from the Required Lenders of such Class of Commitments that the Adjusted LIBO Rate or LIBOR Index Rate, as applicable, does for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding making or maintaining their (or its, as the case may be) LIBOR respective Loans included in such Borrowing for such Interest Period, ; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the affected Lenders as soon promptly as practicable thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the obligations conversion of the Lenders to make LIBOR Loansany Syndicated Borrowing to, or to continue or convert outstanding Loans as or into LIBOR Loansthe continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency shall be suspended and ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing, (ii) all if the Affected Currency is Dollars and any Borrowing Request requests a Eurocurrency Borrowing denominated in Dollars, such affected Loans shall be converted into Base Rate Loans (a) on the last day of the then current Interest Period applicable thereto if such effected Loan is an Adjusted LIBO Rate Loan or (b) automatically if such effected Loan is a LIBOR Index Rate Loan, unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Adjusted LIBO Rate Borrowing for which a Notice of Revolving Borrowing or Notice of Conversion/Continuation has previously been given that it elects not to borrow on such date, then such Revolving Borrowing shall be made as a Base Syndicated ABR Borrowing and (iii) if the Affected Currency is a Foreign Currency, then either, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective, or (B) the LIBO Rate Borrowingfor such Eurocurrency Borrowing shall be the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion).

Inability to Determine Interest Rates. If Subject to Section 2.20, if prior to the commencement of any Interest Period for any Adjusted LIBO Rate Term Benchmark Borrowing of a Class or on at any Index Rate Determination Date with respect to any LIBOR Loan: time for a RFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (i) (A) in the case of a Term Benchmark Borrowing, the Administrative Agent shall have determined (which determination shall be in good faith and conclusive and binding upon the BorrowerBorrower absent manifest error) that, by reason of circumstances affecting that the relevant interbank market, adequate means do Adjusted Term Benchmark Rate for the Affected Currency cannot exist for ascertaining be 67 Revolving Credit Agreement determined pursuant to the interest rate applicable definition thereof for such LIBOR Loans on the basis provided for Interest Period or (B) in the case of a RFR Borrowing, the Administrative Agent shall have determined (which determination shall be in good faith and conclusive and binding upon the Borrower absent manifest error) that the Daily Simple RFR for the Affected Currency cannot be determined pursuant to the definition thereof; or (ii) (A) in the case of Adjusted LIBO Rate or LIBOR Index Ratea Term Benchmark Borrowing, as applicable, or the Administrative Agent shall have received notice from the Required Lenders of such Class of Commitments that the Adjusted LIBO Term Benchmark Rate or LIBOR Index Rate, as applicable, does for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their (or its, as the case may be) LIBOR respective Loans included in such Borrowing for such Interest PeriodPeriod or (B) in the case of a RFR Borrowing, the Administrative Agent shall have received notice from the Required Multicurrency Lenders that the Daily Simple RFR for the Affected Currency will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining the Loans included in such RFR Borrowing; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the affected Lenders as soon promptly as practicable thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the obligations conversion of any Borrowing to, or the continuation of any Borrowing as, a Term Benchmark Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing at the end of the Lenders to make LIBOR Loansapplicable Interest Period, or to continue or convert outstanding Loans as or into LIBOR Loans, shall be suspended and (ii) all if the Affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such affected Loans Borrowing shall be made as an ABR Borrowing, (iii) if the Affected Currency is a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election shall either (1) be converted to a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into Base an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the Affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate Loans equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (awhich determination shall be conclusive and binding absent manifest error) on that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest Period; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the then current Interest Period for the applicable thereto Term Benchmark Loan, if such effected Loan is an Adjusted LIBO Rate Loan earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (biv)(B)(1) automatically if such effected Loan is a LIBOR Index Rate Loanabove, unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Adjusted LIBO Rate Borrowing for which a Notice of Revolving Borrowing or Notice of Conversion/Continuation has previously been given that it elects not to borrow on such date, then such Revolving Borrowing shall be made as a Base Rate Borrowingapplicable.

Inability to Determine Interest Rates. If (a) Subject to Section 2.20, if prior to the commencement of any Interest Period for any Adjusted LIBO Rate Term Benchmark Borrowing of a Class or on at any Index Rate Determination Date with respect to any LIBOR Loan: time for a RFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): 61 Revolving Credit Agreement (i) (A) in the case of a Term Benchmark Borrowing, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrower absent manifest error) that, by reason of circumstances affecting that the relevant interbank market, adequate means do Adjusted Term Benchmark Rate for the Affected Currency cannot exist for ascertaining be determined pursuant to the interest rate applicable definition thereof for such LIBOR Loans on the basis provided for Interest Period or (B) in the case of a RFR Borrowing, the Administrative Agent determines the Administrative Agent determines that the Daily Simple RFR for the Affected Currency cannot be determined pursuant to the definition thereof; or (ii) (A) in the case of Adjusted LIBO Rate or LIBOR Index Ratea Term Benchmark Borrowing, as applicable, or the Administrative Agent shall have received notice from the Required Lenders of such Class of Commitments that the Adjusted LIBO Term Benchmark Rate or LIBOR Index Rate, as applicable, does for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding making or maintaining their (or its, as the case may be) LIBOR respective Loans included in such Borrowing for such Interest PeriodPeriod or (B) in the case of a RFR Borrowing, the Administrative Agent shall have received notice from the Required Multicurrency Lenders that the Daily Simple RFR for the Affected Currency will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in such RFR Borrowing, then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the affected Lenders as soon promptly as practicable thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the obligations conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term Benchmark Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing at the end of the Lenders to make LIBOR Loansapplicable Interest Period, or to continue or convert outstanding Loans as or into LIBOR Loans, shall be suspended and (ii) all if the Affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such affected Loans shall be converted into Base Rate Loans (a) on the last day of the then current Interest Period applicable thereto if such effected Loan is an Adjusted LIBO Rate Loan or (b) automatically if such effected Loan is a LIBOR Index Rate Loan, unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Adjusted LIBO Rate Borrowing for which a Notice of Revolving Borrowing or Notice of Conversion/Continuation has previously been given that it elects not to borrow on such date, then such Revolving Borrowing shall be made as a Base Syndicated ABR Borrowing, (iii) if the Affected Currency is a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election shall either (1) be converted to a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the Affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Canadian Prime Rate; provided, that if the 62 Revolving Credit Agreement Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest Period; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable.

Inability to Determine Interest Rates. If Subject to Section 2.21, if, prior to the commencement of any Interest Period for any Adjusted LIBO Rate Term Benchmark Borrowing of a Class or on at any Index Rate Determination Date with respect to any LIBOR Loan: time for an RFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (A) in the case of a Term Benchmark Borrowing, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon absent manifest error) the BorrowerAdjusted Term Benchmark Rate for the Affected Currency cannot be determined pursuant to the definition thereof or (B) that, by reason of circumstances affecting the relevant interbank market, adequate means do not exist for ascertaining the interest rate applicable for such LIBOR Loans on the basis provided for in the case of an RFR Borrowing, the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that the Daily Simple RFR for the Affected Currency cannot be determined pursuant to the definition thereof; or (A) in the case of Adjusted LIBO Rate or LIBOR Index Ratea Term Benchmark Borrowing, as applicable, or the Administrative Agent shall have received notice from the Required Lenders of such Class of Commitments that the Adjusted LIBO Term Benchmark Rate or LIBOR Index Rate, as applicable, does for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding making or maintaining their (or its, as the case may be) LIBOR respective Loans included in such Borrowing for such Interest PeriodPeriod or (B) in the case of an RFR Borrowing, the Administrative Agent shall have received notice from the Required Multicurrency Lenders that the Daily Simple RFR for the Affected Currency will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in such RFR Borrowing; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the affected Lenders as soon promptly as practicable thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the obligations conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term Benchmark Borrowing or RFR Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing at the end of the Lenders to make LIBOR Loansapplicable Interest Period, or to continue or convert outstanding Loans as or into LIBOR Loans, shall be suspended and (ii) all if the Affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such affected Loans shall be converted into Base Rate Loans (a) on the last day of the then current Interest Period applicable thereto if such effected Loan is an Adjusted LIBO Rate Loan or (b) automatically if such effected Loan is a LIBOR Index Rate Loan, unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Adjusted LIBO Rate Borrowing for which a Notice of Revolving Borrowing or Notice of Conversion/Continuation has previously been given that it elects not to borrow on such date, then such Revolving Borrowing shall be made as a Base Rate Syndicated ABR Borrowing, and (iii) if the Affected Currency is a Foreign Currency, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Affected Currency shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election shall either (1) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (2) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three (3) Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (1) above.

Inability to Determine Interest Rates. If Subject to Section 2.20, if (i) prior to the commencement of any Interest Period for any Adjusted LIBO Rate Term Benchmark Borrowing of a Class or on (ii) at any Index Rate Determination Date with respect to any LIBOR Loan: time for a RFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (A) in the case of a Term Benchmark Borrowing, the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowerBorrower absent manifest error) that, by reason of circumstances affecting that the relevant interbank market, adequate means do Adjusted Term Benchmark Rate for the Affected Currency cannot exist for ascertaining be determined pursuant to the interest rate applicable definition thereof for such LIBOR Loans on the basis provided for Interest Period or (B) in the case of a RFR Borrowing, the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower absent manifest error) that the Daily Simple RFR for the Affected Currency cannot be determined pursuant to the definition thereof; or (A) in the case of Adjusted LIBO Rate or LIBOR Index Ratea Term Benchmark Borrowing, as applicable, or the Administrative Agent shall have received notice from the Required Lenders of such Class of Commitments that the Adjusted LIBO Term Benchmark Rate or LIBOR Index Rate, as applicable, does for the Affected Currency for such Interest Period will DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780 not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their (or its, as the case may be) LIBOR respective Loans included in such Borrowing for such Interest PeriodPeriod or (B) in the case of a RFR Borrowing, the Administrative Agent shall have received notice from the Required Multicurrency Lenders that the Daily Simple RFR for the Affected Currency will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining the Loans included in such RFR Borrowing; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the affected Lenders as soon promptly as practicable thereafterthereafter identifying the relevant provision above. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the obligations conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term Benchmark Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing at the end of the Lenders to make LIBOR Loansapplicable Interest Period, or to continue or convert outstanding Loans as or into LIBOR Loans, shall be suspended and (ii) all if the Affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such affected Loans shall be converted into Base Rate Loans (a) on the last day of the then current Interest Period applicable thereto if such effected Loan is an Adjusted LIBO Rate Loan or (b) automatically if such effected Loan is a LIBOR Index Rate Loan, unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Adjusted LIBO Rate Borrowing for which a Notice of Revolving Borrowing or Notice of Conversion/Continuation has previously been given that it elects not to borrow on such date, then such Revolving Borrowing shall be made as a Base Syndicated ABR Borrowing, (iii) if the Affected Currency is a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election shall either (1) be converted to a Syndicated Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the Affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest Period; DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780 provided that, if the Administrative Agent determines, which determination shall be conclusive and biding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable.

Inability to Determine Interest Rates. If (a) If, prior to the commencement of any Interest Period for any Adjusted LIBO Rate Eurocurrency Borrowing or on any Index Rate Determination Date with respect to any LIBOR Loan: of a Class (the Currency of such Borrowing herein called the “Affected Currency”): (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrower absent manifest error) that, by reason of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for ascertaining the interest rate applicable for such LIBOR Loans on the basis provided for in the definition of Adjusted LIBO Rate for the Affected Currency (including, without limitation, because the Screen Rate is not available or LIBOR Index Rate, as applicable, or published on a current basis) for such Interest Period; or (ii) the Administrative Agent shall have received notice from the Required Lenders of such Class of Commitments that the Adjusted LIBO Rate or LIBOR Index Rate, as applicable, does for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding making or maintaining their (or its, as the case may be) LIBOR respective Loans included in such Borrowing for such Interest Period, ; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the affected Lenders as soon promptly as practicable thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the obligations conversion of the Lenders to make LIBOR Loansany Syndicated Borrowing to, or to continue or convert outstanding Loans as or into LIBOR Loansthe continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency shall be suspended and ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing, (ii) all if the Affected Currency is Dollars and any Borrowing Request requests a Eurocurrency Borrowing denominated in Dollars, such affected Loans shall be converted into Base Rate Loans (a) on the last day of the then current Interest Period applicable thereto if such effected Loan is an Adjusted LIBO Rate Loan or (b) automatically if such effected Loan is a LIBOR Index Rate Loan, unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Adjusted LIBO Rate Borrowing for which a Notice of Revolving Borrowing or Notice of Conversion/Continuation has previously been given that it elects not to borrow on such date, then such Revolving Borrowing shall be made as a Base Syndicated ABR Borrowing and (iii) if the Affected Currency is a Foreign Currency, then either, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective, or (B) the LIBO Rate for such Eurocurrency Borrowing shall be the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) above have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Screen Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Extended Applicable Margin or Non-Extended Applicable Margin, as applicable). Notwithstanding 731105340 11299570 62 Revolving Credit Agreement anything to the contrary in Section 9.02, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) 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. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.13(b), only to the extent the Screen Rate for the applicable currency and/or such Interest Period is not available or published at such time on a current basis) (i) any Interest Election Request that requests the conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Eurocurrency Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing and (iii) if the Affected Currency is a Foreign Currency, then either, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective or (B) the LIBO Rate for such Eurocurrency Borrowing shall be the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion); provided, that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

Inability to Determine Interest Rates. (a) If prior to the commencement of any Interest Period for any Adjusted LIBO Rate Eurocurrency Borrowing or on any Index Rate Determination Date with respect to any LIBOR Loan: of a Class (the Currency of such Borrowing herein called the “Affected Currency”): (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrower absent manifest error) that, by reason of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for ascertaining the interest rate applicable for such LIBOR Loans on the basis provided for in the definition of Adjusted LIBO Rate for the Affected Currency (including, without limitation, because the Screen Rate is not available or LIBOR Index Rate, as applicable, or published on a current basis) for such Interest Period; or (ii) the Administrative Agent shall have received notice from the Required Lenders of such Class of Commitments that the Adjusted LIBO Rate or LIBOR Index Rate, as applicable, does for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding making or maintaining their (or its, as the case may be) LIBOR respective Loans included in such Borrowing for such Interest Period, ; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the affected Lenders as soon promptly as practicable thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the obligations conversion of the Lenders to make LIBOR Loansany Syndicated Borrowing to, or to continue or convert outstanding Loans as or into LIBOR Loansthe continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency shall be suspended and ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing, (ii) all if the Affected Currency is Dollars and any Borrowing Request requests a Eurocurrency Borrowing denominated in Dollars, such affected Loans shall be converted into Base Rate Loans (a) on the last day of the then current Interest Period applicable thereto if such effected Loan is an Adjusted LIBO Rate Loan or (b) automatically if such effected Loan is a LIBOR Index Rate Loan, unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Adjusted LIBO Rate Borrowing for which a Notice of Revolving Borrowing or Notice of Conversion/Continuation has previously been given that it elects not to borrow on such date, then such Revolving Borrowing shall be made as a Base Syndicated ABR Borrowing and (iii) if the Affected Currency is a Foreign Currency, then either, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective, or (B) the LIBO Rate for such Eurocurrency Borrowing shall be the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion), which each Lender shall provide to the Administrative Agent, and the Administrative Agent shall provide to the Borrower, within five (5) Business Days of the Borrower’s request to the Administrative Agent therefor; provided that any rate provided under this clause (B) shall expire, to the extent the Borrower has not elected to use such rate, on the date that is five (5) Business Days after the delivery by the Administrative Agent thereof. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) above have not arisen but 44 Revolving Credit Agreement the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Screen Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin). Notwithstanding anything to the contrary in Section 9.02, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) 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. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.13(b), only to the extent the Screen Rate for the applicable currency and/or such Interest Period is not available or published at such time on a current basis) (i) any Interest Election Request that requests the conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Eurocurrency Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing and (iii) if the Affected Currency is a Foreign Currency, then either, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective or (B) the LIBO Rate for such Eurocurrency Borrowing shall be the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion), which each Lender shall provide to the Administrative Agent, and the Administrative Agent shall provide to the Borrower, within five (5) Business Days of the Borrower’s request to the Administrative Agent therefor; provided that any rate provided under this clause (B) shall expire, to the extent the Borrower has not elected to use such rate, on the date that is five (5) Business Days after the delivery by the Administrative Agent thereof; provided, that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

Inability to Determine Interest Rates. If prior to (a) In the commencement of any Interest Period event Lender determines in its sole discretion on a particular date (the “Determination Date”) that Lender cannot make, fund, or maintain a loan based upon the London Interbank Offered Rate (provided a Benchmark Transition Event has not occurred) or the Benchmark Replacement, as applicable, for any Adjusted LIBO Rate Borrowing reason, including without limitation illegality or on any Index Rate Determination Date with respect the inability to any LIBOR Loan: the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant interbank market, adequate means do not exist for ascertaining the interest ascertain or determine said rate applicable for such LIBOR Loans on the basis provided for herein, then Lender shall give notice to Borrower Agent of such determination and thereafter will have no obligation to make, fund or maintain a loan based on such index. Upon such Determination Date, the interest rate shall convert to the Base Rate for purposes of any fundings or advances requested by Borrowers and shall apply to any outstanding balance and, thereafter, the interest rate on LMIR Loans shall adjust simultaneously with any fluctuation in the definition of Adjusted LIBO Rate or LIBOR Index Base Rate, as applicable, or . In the Administrative Agent shall have received notice from the Required Lenders that the Adjusted LIBO Rate or LIBOR Index Rate, as applicable, does not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their (or its, as the case may be) LIBOR Loans for such Interest Period, the Administrative Agent shall give written notice (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders event Lender determines that the circumstances giving rise to a notice pursuant to this Section have ended, Lender shall provide notice of same at which time the interest rate will revert to the prior rate based upon the London Interbank Offered Rate (provided a Benchmark Transition Event has not occurred) or the Benchmark Replacement, as applicable, plus the margin over the index described in this Agreement, subject to any minimum or floor rate provided for in the Loan Documents. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then, (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, in connection with a Benchmark Transition Event, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and 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 and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, or in connection with an Early Opt-in Election, such 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. - 45 - 6597425.v16 0000-0000-0000 v2 (Charlotte, North Carolina) on the fifth (5th) Business Day after the date notice no longer existof such Benchmark Replacement is provided to the Borrower Agent without any amendment to this Agreement or any other Loan Document, or further action or consent of any Borrower. (c) In connection with the implementation of a Benchmark Replacement, Lender will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any Borrower. (d) Lender will promptly notify Borrower Agent of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.10(e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Lender pursuant to Section 2.10, 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 sole discretion and without consent from any Borrower. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the obligations then-current Benchmark is a term rate (including Term SOFR or LMIR) and either (A) 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 Lender in its reasonable discretion or (B) 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 Lender may modify the Lenders definition of “Interest Period” for any Benchmark settings at or after such time to make LIBOR Loans, remove such unavailable or to continue or convert outstanding Loans as or into LIBOR Loans, shall be suspended non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then Lender may modify the definition of “Interest Period” for all Benchmark settings at or after such affected Loans shall time to reinstate such previously removed tenor. (f) Upon the Borrower Agent’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrowers may revoke any request for an advance based upon LMIR, conversion to or continuation of loans based upon LMIR to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrowers will be deemed to have converted any such request into a request for a borrowing of or conversion to the Base Rate. 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 Base Rate Loans (a) on based upon the last day then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the then current Interest Period applicable thereto if such effected Loan is an Adjusted LIBO Rate Loan or (b) automatically if such effected Loan is a LIBOR Index Rate Loan, unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Adjusted LIBO Rate Borrowing for which a Notice of Revolving Borrowing or Notice of Conversion/Continuation has previously been given that it elects not to borrow on such date, then such Revolving Borrowing shall be made as a Base Rate BorrowingRate.

Inability to Determine Interest Rates. If Subject to Section 2.22, if, prior to the commencement of any Interest Period for any Adjusted LIBO Rate Term Benchmark Borrowing of a Class or on at any Index Rate Determination Date with respect to any LIBOR Loan: time for an RFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (a) (A) in the case of a Term Benchmark Borrowing, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon absent manifest error) the BorrowerAdjusted Term Benchmark Rate for the Affected Currency cannot be determined pursuant to the definition thereof or (B) that, by reason of circumstances affecting the relevant interbank market, adequate means do not exist for ascertaining the interest rate applicable for such LIBOR Loans on the basis provided for in the case of an RFR Borrowing, the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that the Daily Simple RFR for the Affected Currency cannot be determined pursuant to the definition thereof; or (b) (A) in the case of Adjusted LIBO Rate or LIBOR Index Ratea Term Benchmark Borrowing, as applicable, or the Administrative Agent shall have received notice from the Required Lenders of such Class of Commitments that the Adjusted LIBO Term Benchmark Rate or LIBOR Index Rate, as applicable, does for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding making or maintaining their (or its, as the case may be) LIBOR respective Loans included in such Borrowing for such Interest PeriodPeriod or (B) in the case of an RFR Borrowing, the Administrative Agent shall have received notice from the Required Multicurrency Lenders that the Daily Simple RFR for the Affected Currency will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in such RFR Borrowing; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the affected Lenders as soon promptly as practicable thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the obligations conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term Benchmark Borrowing or RFR Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing at the end of the Lenders to make LIBOR Loansapplicable Interest Period, or to continue or convert outstanding Loans as or into LIBOR Loans, shall be suspended and (ii) all if the Affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such affected Loans shall be converted into Base Rate Loans (a) on the last day of the then current Interest Period applicable thereto if such effected Loan is an Adjusted LIBO Rate Loan or (b) automatically if such effected Loan is a LIBOR Index Rate Loan, unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Adjusted LIBO Rate Borrowing for which a Notice of Revolving Borrowing or Notice of Conversion/Continuation has previously been given that it elects not to borrow on such date, then such Revolving Borrowing shall be made as a Base Syndicated ABR Borrowing, (iii) if the Affected Currency is a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election shall either (1) be converted to a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the Affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest Period; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three (3) Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable.

Inability to Determine Interest Rates. If Subject to Section 2.212.22, if, prior to the commencement of any Interest Period for any Adjusted LIBO Rate Term Benchmark Borrowing of a Class or on at any Index Rate Determination Date with respect to any LIBOR Loan: time for an RFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (A) in the case of a Term Benchmark Borrowing, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon absent manifest error) the BorrowerAdjusted Term Benchmark Rate for the Affected Currency cannot be determined pursuant to the definition thereof or (B) that, by reason of circumstances affecting the relevant interbank market, adequate means do not exist for ascertaining the interest rate applicable for such LIBOR Loans on the basis provided for in the case of an RFR Borrowing, the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that the Daily Simple RFR for the Affected Currency cannot be determined pursuant to the definition thereof; or (A) in the case of Adjusted LIBO Rate or LIBOR Index Ratea Term Benchmark Borrowing, as applicable, or the Administrative Agent shall have received notice from the Required Lenders of such Class of Commitments that the Adjusted LIBO Term Benchmark Rate or LIBOR Index Rate, as applicable, does for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding making or maintaining their (or its, as the case may be) LIBOR respective Loans included in such Borrowing for such Interest PeriodPeriod or (B) in the case of an RFR Borrowing, the Administrative Agent shall have received notice from the Required Multicurrency Lenders that the Daily Simple RFR for the Affected Currency will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in such RFR Borrowing; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the affected Lenders as soon promptly as practicable thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the obligations conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term Benchmark Borrowing or RFR Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing at the end of the Lenders to make LIBOR Loansapplicable Interest Period, or to continue or convert outstanding Loans as or into LIBOR Loans, shall be suspended and (ii) all if the Affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such affected Loans shall be converted into Base Rate Loans (a) on the last day of the then current Interest Period applicable thereto if such effected Loan is an Adjusted LIBO Rate Loan or (b) automatically if such effected Loan is a LIBOR Index Rate Loan, unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Adjusted LIBO Rate Borrowing for which a Notice of Revolving Borrowing or Notice of Conversion/Continuation has previously been given that it elects not to borrow on such date, then such Revolving Borrowing shall be made as a Base Syndicated ABR Borrowing, and (iii) if the Affected Currency is a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election shall either (1) be converted to a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing., at the end of the applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (23) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the

Inability to Determine Interest Rates. (a) If prior to the commencement of any Interest Period for any Adjusted LIBO Rate Eurocurrency Borrowing or on any Index Rate Determination Date with respect to any LIBOR Loan: of a Class (the Currency of such Borrowing herein called the “Affected Currency”): (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrower absent manifest error) that, by reason of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for ascertaining the interest rate applicable for such LIBOR Loans on the basis provided for in the definition of Adjusted LIBO Rate for the Affected Currency (including, 63 Revolving Credit Agreement without limitation, because the Screen Rate is not available or LIBOR Index Rate, as applicable, or published on a current basis) for such Interest Period; or (ii) the Administrative Agent shall have received notice from the Required Lenders of such Class of Commitments that the Adjusted LIBO Rate or LIBOR Index Rate, as applicable, does for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding making or maintaining their (or its, as the case may be) LIBOR respective Loans included in such Borrowing for such Interest Period, ; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the affected Lenders as soon promptly as practicable thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the obligations conversion of the Lenders to make LIBOR Loansany Syndicated Borrowing to, or to continue or convert outstanding Loans as or into LIBOR Loansthe continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency shall be suspended and ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing, (ii) all if the Affected Currency is Dollars and any Borrowing Request requests a Eurocurrency Borrowing denominated in Dollars, such affected Loans shall be converted into Base Rate Loans (a) on the last day of the then current Interest Period applicable thereto if such effected Loan is an Adjusted LIBO Rate Loan or (b) automatically if such effected Loan is a LIBOR Index Rate Loan, unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Adjusted LIBO Rate Borrowing for which a Notice of Revolving Borrowing or Notice of Conversion/Continuation has previously been given that it elects not to borrow on such date, then such Revolving Borrowing shall be made as a Base Syndicated ABR Borrowing and (iii) if the Affected Currency is a Foreign Currency, then either, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective, or (B) the LIBO Rate Borrowingfor such Eurocurrency Borrowing shall be a rate quoted as being representative of the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever representative methodologies as such Lender may select in its reasonable discretion), which each Lender shall provide to the Administrative Agent, and the Administrative Agent shall provide to the Borrower, within five (5) Business Days of the Borrower’s request to the Administrative Agent therefor; provided that any rate provided under this clause (B) shall expire, to the extent the Borrower has not elected to use such rate, on the date that is five (5) Business Days after the delivery by the Administrative Agent thereof.

Inability to Determine Interest Rates. If (a) If, prior to the commencement of any Interest Period for any Adjusted LIBO Rate Eurocurrency Borrowing or on any Index Rate Determination Date with respect to any LIBOR Loan: of a Class (the Currency of such Borrowing herein called the “Affected Currency”): (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrower absent manifest error) that, by reason of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for ascertaining the interest rate applicable for such LIBOR Loans on the basis provided for in the definition of Adjusted LIBO Rate for the Affected Currency (including, without limitation, because the Screen Rate is not available or LIBOR Index Rate, as applicable, or published on a current basis) for such Interest Period; or (ii) the Administrative Agent shall have received notice from the Required Lenders of such Class of Commitments that the Adjusted LIBO Rate or LIBOR Index Rate, as applicable, does for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding making or maintaining their (or its, as the case may be) LIBOR respective Loans included in such Borrowing for such Interest Period, ; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the affected Lenders as soon promptly as practicable thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the obligations conversion of the Lenders to make LIBOR Loansany Syndicated Borrowing to, or to continue or convert outstanding Loans as or into LIBOR Loansthe continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency shall be suspended and ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing, (ii) all if the Affected 63 Revolving Credit Agreement Currency is Dollars and any Borrowing Request requests a Eurocurrency Borrowing denominated in Dollars, such affected Loans shall be converted into Base Rate Loans (a) on the last day of the then current Interest Period applicable thereto if such effected Loan is an Adjusted LIBO Rate Loan or (b) automatically if such effected Loan is a LIBOR Index Rate Loan, unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Adjusted LIBO Rate Borrowing for which a Notice of Revolving Borrowing or Notice of Conversion/Continuation has previously been given that it elects not to borrow on such date, then such Revolving Borrowing shall be made as a Base Syndicated ABR Borrowing and (iii) if the Affected Currency is a Foreign Currency, then either, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective, or (B) the LIBO Rate for such Eurocurrency Borrowing shall be the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) above have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Screen Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Extended Applicable Margin or Non-Extended Applicable Margin, as applicable). Notwithstanding anything to the contrary in Section 9.02, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) 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. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.13(b), only to the extent the Screen Rate for the applicable currency and/or such Interest Period is not available or published at such time on a current basis) (i) any Interest Election Request that requests the conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing., (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Eurocurrency Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing and (iii) if the Affected Currency is a Foreign Currency, then either, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective or (B) the LIBO Rate for such Eurocurrency Borrowing shall be the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion); 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. 64 Revolving Credit Agreement

Inability to Determine Interest Rates. If Subject to Section 2.20, if prior to the commencement of any Interest Period for any Adjusted LIBO Rate Term Benchmark Borrowing of a ClassTerm Loans or on Revolving Loans, or at any Index Rate Determination Date with respect to any LIBOR Loan: time for a RFR Borrowing of Revolving Loans (the Currency of such Borrowing herein called the “Affected Currency”): (i) (A) in the case of a Term Benchmark Borrowing, the Administrative Agent shall have determined (which determination shall be in good faith and conclusive and binding upon the BorrowerBorrower absent manifest error) that, by reason of circumstances affecting that the relevant interbank market, adequate means do Adjusted Term Benchmark Rate for the Affected Currency cannot exist for ascertaining be determined pursuant to the interest rate applicable definition thereof for such LIBOR Loans on the basis provided for Interest Period or (B) in the case of a RFR Borrowing, the Administrative Agent shall have determined (which determination shall be in good faith and conclusive and binding upon the Borrower absent manifest error) that the Daily Simple RFR for the Affected Currency cannot be determined pursuant to the definition thereof; or (ii) (ii) (A) in the case of Adjusted LIBO Rate or LIBOR Index Ratea Term Benchmark Borrowing, as applicable, or the Administrative Agent shall have received notice from the Required Lenders of such Class of Commitments that the Adjusted LIBO Term Benchmark Rate or LIBOR Index Rate, as applicable, does for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their (or its, as the case may be) LIBOR respective Loans included in 101 Revolving Credit and Term Loan Agreement such Borrowing for such Interest PeriodPeriod or (B) in the case of a RFR Borrowing, the Administrative Agent shall have received notice from the Required Multicurrency Revolving Lenders that the Daily Simple RFR for the Affected Currency will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining the Loans included in such RFR Borrowing; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the affected Lenders as soon promptly as practicable thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the obligations conversion of any Borrowing to, or the continuation of any Borrowing as, a Term Benchmark Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing at the end of the Lenders to make LIBOR Loansapplicable Interest Period, or to continue or convert outstanding Loans as or into LIBOR Loans, shall be suspended and (ii) all if the Affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such affected Loans shall be converted into Base Rate Loans (a) on the last day of the then current Interest Period applicable thereto if such effected Loan is an Adjusted LIBO Rate Loan or (b) automatically if such effected Loan is a LIBOR Index Rate Loan, unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Adjusted LIBO Rate Borrowing for which a Notice of Revolving Borrowing or Notice of Conversion/Continuation has previously been given that it elects not to borrow on such date, then such Revolving Borrowing shall be made as an ABR Borrowing, (iii) if the Affected Currency is a Base Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election shall either (1) be converted to a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing., at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the Affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest Period; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into an ABR 102 Revolving Credit and Term Loan Agreement

Inability to Determine Interest Rates. (a) If prior to the commencement of any Interest Period for any Adjusted LIBO Rate Eurocurrency Borrowing or on any Index Rate Determination Date with respect to any LIBOR Loan: of a Class (the Currency of such Borrowing herein called the “Affected Currency”): (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrower absent manifest error) that, by reason of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for ascertaining the interest rate applicable for such LIBOR Loans on the basis provided for in the definition of Adjusted LIBO Rate for the Affected Currency (including, without limitation, because the Screen Rate is not available or LIBOR Index Rate, as applicable, or published on a current basis) for such Interest Period; or (ii) the Administrative Agent shall have received notice from the Required Lenders of such Class of Commitments that the Adjusted LIBO Rate or LIBOR Index Rate, as applicable, does for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding making or maintaining their (or its, as the case may be) LIBOR respective Loans included in such Borrowing for such Interest Period, ; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the affected Lenders as soon promptly as practicable thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the obligations conversion of the Lenders to make LIBOR Loansany Syndicated Borrowing to, or to continue or convert outstanding Loans as or into LIBOR Loansthe continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency shall be suspended and ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing, (ii) all if the Affected Currency is Dollars and any Borrowing Request requests a Eurocurrency Borrowing denominated in Dollars, such affected Loans shall be converted into Base Rate Loans (a) on the last day of the then current Interest Period applicable thereto if such effected Loan is an Adjusted LIBO Rate Loan or (b) automatically if such effected Loan is a LIBOR Index Rate Loan, unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Adjusted LIBO Rate Borrowing for which a Notice of Revolving Borrowing or Notice of Conversion/Continuation has previously been given that it elects not to borrow on such date, then such Revolving Borrowing shall be made as a Base Syndicated ABR Borrowing and (iii) if the Affected Currency is a Foreign Currency, then either, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective, or (B) the LIBO Rate for such Eurocurrency Borrowing shall be the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion), which each Lender shall provide to the Administrative Agent, and the Administrative Agent shall provide to the Borrower, within five (5) Business Days of the Borrower’s request to the Administrative Agent therefor; provided that any rate provided under this clause (B) shall expire, to the extent the Borrower has not elected to use such rate, on the date that is five (5) Business Days after the delivery by the Administrative Agent thereof. 60 Revolving Credit Agreement (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) above have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Screen Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin). Notwithstanding anything to the contrary in Section 9.02, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date that a draft of such 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 (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.13(b), only to the extent the Screen Rate for the applicable currency and/or such Interest Period is not available or published at such time on a current basis) (i) any Interest Election Request that requests the conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Eurocurrency Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing and (iii) if the Affected Currency is a Foreign Currency, then either, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective or (B) the LIBO Rate for such Eurocurrency Borrowing shall be the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion), which each Lender shall provide to the Administrative Agent, and the Administrative Agent shall provide to the Borrower, within five (5) Business Days of the Borrower’s request to the Administrative Agent therefor; provided that any rate provided under this clause (B) shall expire, to the extent the Borrower has not elected to use such rate, on the date that is five (5) Business Days after the delivery by the Administrative Agent thereof; provided, that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.