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 Subject to Sections 2.17(b) through 2.17(f), 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: SOFR Borrowing, the Administrative Agent shall have determined (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 “Term 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 of Adjusted LIBO Rate or LIBOR Index Rate, as applicablethereof, or the Administrative Agent shall have received notice from the Required Lenders that the Adjusted LIBO Rate or LIBOR Index Rate, as applicable, does Term SOFR 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 SOFR Loans 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 Lenders as soon as practicable thereafter. Until Upon notice thereof by the Administrative Agent shall notify to the Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower and to continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the Lenders that extent of the circumstances giving rise to affected SOFR Loans or affected Interest Periods) until the Administrative Agent revokes such notice no longer existnotice. Upon receipt of such notice, (i) the obligations Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of SOFR Loans (to the extent of the Lenders affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to make LIBOR Loans, have converted any such request into a request for a Borrowing of or conversion to continue or convert outstanding Base Rate Loans as or into LIBOR Loans, shall be suspended in the amount specified therein and (ii) all such any outstanding affected SOFR Loans shall will be deemed to have been converted into Base Rate Loans (a) at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the last day of the then current Interest Period applicable thereto amount so converted, together with any additional amounts required pursuant to Section 2.20. Subject to Sections 2.17(b) through 2.17(f), 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 determines (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 determination shall be made as a conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate BorrowingLoans shall be determined by the Administrative Agent without reference to clause (iii) of the definition of “Base Rate” until the Administrative Agent revokes such determination.

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: Section 2.16(b) if (A) the Administrative Agent shall have determined 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 Adjusted Daily Simple SOFR or Adjusted Term 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 of Adjusted LIBO Rate thereof or LIBOR Index Rate, as applicable, or the Administrative Agent shall have received notice from (B) the Required Lenders determine that the for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted LIBO Rate Daily Simple SOFR or LIBOR Index Rate, as applicable, Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of makingfunding such Loan, funding and the Required Lenders have provided notice of such determination to the Administrative Agent, in each case of (A) and (B) with respect to a Term SOFR Loan, on or maintaining their prior to the first day of any Interest Period applicable to such Term SOFR Loans, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, (i) any obligation of the Lenders to make or its, as continue the case may beapplicable SOFR Loans or to convert Base Rate Loans to SOFR Loans shall be suspended (to the extent of the affected Interest Periods) LIBOR Loans for until the Administrative Agent revokes such Interest Periodnotice and (ii) if such determination affects the calculation of the Base Rate, the Administrative Agent shall give written notice during the period of such suspension compute the Base Rate without reference to clause (or telephonic notice, promptly confirmed in writingiii) to of the Borrower and to the Lenders as soon as practicable thereafter. Until definition of “Base Rate” until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to revokes such notice no longer existnotice. Upon receipt of such notice, (i) the obligations Borrower may revoke any pending request for a borrowing of, conversion to or continuation of any applicable SOFR Loans (to the extent of the Lenders affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to make LIBOR Loans, have converted any such request into a request for a Borrowing of or conversion to continue or convert outstanding Base Rate Loans as or into LIBOR Loans, shall be suspended in the amount specified therein and (ii) all such any outstanding affected Term SOFR Loans shall will be deemed to have been converted into Base Rate Loans (a) at the end of the applicable Interest Period or immediately for Daily Simple SOFR Loans. Upon any such conversion, the Borrower shall also pay accrued interest 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 Loanamount so converted, unless the Borrower prepays such Loans in accordance together with this Agreementany additional amounts required pursuant to Section 2.19. Unless the Borrower notifies If the Administrative Agent at least one determines (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 determination shall be made as a conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate BorrowingLoans shall be determined by the Administrative Agent without reference to clause (iii) of the definition of “Base Rate” until the Administrative Agent revokes such determination.

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: Eurodollar Borrowing, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower and the Co-Borrower, absent manifest error) that, by reason of circumstances affecting the relevant interbank market, adequate means do not exist for ascertaining the interest rate applicable LIBOR for such LIBOR Loans on the basis provided for in the definition of Adjusted LIBO Rate or LIBOR Index Rate, as applicableInterest Period, 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 (or Lender, as the case may be) of making, funding or maintaining their (or its, as the case may be) LIBOR Eurodollar 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 In the case of Eurodollar Loans, 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, Eurodollar Revolving Loans or to continue or convert outstanding Loans as or into LIBOR Loans, Eurodollar 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, or Co-Borrower as the case may be, 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 Eurodollar Revolving 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 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 2.20, 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. (a) If prior in connection with any request for a Term SOFR Loan, SOFR Daily Floating Rate Loan, or an Alternative Currency Loan or a conversion of Base Rate Loans to the commencement Term SOFR Loans or SOFR Daily Floating Rate Loans or a continuation of any Interest Period for any Adjusted LIBO Rate Borrowing or on any Index Rate Determination Date with respect to any LIBOR Loan: of such Loans, as applicable, (i) the Administrative Agent shall have determined determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate for the Relevant Rate for the applicable Agreed Currency has been determined in accordance with subsections 4.5(b) or 4.5(c) and binding upon the Borrowercircumstances under clause (i) thatof subsection 4.5(b) or of subsection 4.5(c) or the Scheduled Unavailability Date has occurred with respect to such Relevant Rate (as applicable), by reason of circumstances affecting the relevant interbank market, or (B) adequate and reasonable means do not otherwise exist for ascertaining determining the interest rate Relevant Rate for the applicable Agreed Currency for such LIBOR Loans on the basis provided for in the definition of Adjusted LIBO Rate any determination date(s) or LIBOR Index Raterequested Interest Period, as applicable, with respect to a proposed Term SOFR Loan, SOFR Daily Floating Rate Loan or an Alternative Currency Loan or in connection with an existing or proposed Base Rate Loan, or (ii) the Administrative Agent shall have received notice from or the Required Lenders determine that for any reason that the Adjusted LIBO Relevant Rate with respect to a proposed Loan denominated in an Agreed Currency for any requested Interest Period or LIBOR Index Rate, as applicable, determination date(s) 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 PeriodLoan, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Loans in the affected currencies, as applicable, or to convert Base Rate Loans to Term SOFR Loans or SOFR Daily Floating Rate Loans, shall give written notice be suspended (or telephonic notice, promptly confirmed in writing) each case to the Borrower extent of the affected Alternative Currency Loans, SOFR Daily Floating Rate Loans or Interest Period or determination date(s), as applicable), and (y) in the event of a determination described in the preceding sentence with respect to the Lenders as soon as practicable thereafter. Until Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent shall notify (or, in the Borrower and case of a determination by the Required Lenders that described in clause (ii) of this subsection 4.5(a), until the circumstances giving rise to Administrative Agent upon instruction of the Required Lenders) revokes such notice no longer existnotice. Upon receipt of such notice, (i) the obligations of the Lenders applicable Borrower may revoke any pending request for a Borrowing of, continuation of, or conversion to make LIBOR Term SOFR Loans, a Borrowing of, or conversation to SOFR Daily Floating Rate Loans, or Borrowing of, continuation of, or conversion to continue Alternative Currency Loans (to the extent of the affected Alternative Currency Loans or convert outstanding Interest Period or determination date(s)), as applicable or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans as or into LIBOR Loans, shall be suspended denominated in Dollars in the Dollar Equivalent of the amount specified therein and (ii) all such affected (A) any outstanding Term SOFR Loans or SOFR Daily Floating Rate Loans shall be deemed to have been converted into to Base Rate Loans immediately and (aB) on any outstanding affected Alternative Currency Loans, at the Company’s election, shall either (1) be converted into a Borrowing of Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount of such outstanding Alternative Currency Loan immediately, in the case of an Alternative Currency Daily Rate Loan or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan or (2) be prepaid in full immediately, in the case of an Alternative Currency Daily Rate Loan, or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan; provided that if no election is made by the Company (x) in the case of an Alternative Currency Daily Rate Loan, by the date that is three (3) Business Days after receipt by the Company of such notice or (y) in the case of an Alternative Currency Term Rate Loan, by the last day of the then current Interest Period for the applicable thereto if such effected Loan is an Adjusted LIBO Rate Loan or (b) automatically if such effected Loan is a LIBOR Index Alternative Currency Term Rate Loan, unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one Company shall be deemed to have elected clause (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 Borrowingabove.

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. 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: Eurodollar 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 the relevant interbank market, adequate means do not exist for ascertaining the interest rate applicable LIBOR for such LIBOR Loans on the basis provided for in the definition of Adjusted LIBO Rate or LIBOR Index Rate, as applicableInterest Period, 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 (or Lender, as the case may be) of making, funding or maintaining their (or its, as the case may be) LIBOR Eurodollar 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 In the case of Eurodollar Loans, 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, Eurodollar Loans or to continue or convert outstanding Loans as or into LIBOR Loans, Eurodollar 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. In the event of a determination described in the preceding sentence with respect to the Adjusted LIBO Rate component of the Base Rate, the utilization of the Adjusted LIBO Rate component in determining the Base Rate shall be suspended until the Administrative Agent revokes such notice. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Adjusted LIBO Rate Eurodollar Revolving 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 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: Eurodollar Borrowing, (i) 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 LIBOR for such LIBOR Loans on the basis provided for in the definition of Adjusted LIBO Rate or LIBOR Index Rate, as applicableInterest Period, or (ii) 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 (or Lender, as the case may be) of making, funding or maintaining their (or its, as the case may be) LIBOR Eurodollar 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 In the case of Eurodollar Loans, 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, Eurodollar Loans or to continue or convert outstanding Loans as or into LIBOR Loans, Eurodollar 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 Eurodollar Revolving 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.