Common use of Inability to Determine Rate Clause in Contracts

Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (a) Agent determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (b) Agent or Required Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x) the obligation of Lenders to make, maintain, or convert Base Rate Loans to, Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (I) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to Base Rate Loans at the end of their respective Interest Periods.

Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (a) Agent determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.23.5.2, and the circumstances under Section 3.6.2(a3.5.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Prime Rate Loan, or (b) Agent or Required Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x) the obligation of Lenders to make, maintain, or convert Base Prime Rate Loans to, Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Prime Rate, the utilization of such component in determining Base Prime Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (I) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Prime Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to Base Prime Rate Loans at the end of their respective Interest Periods.

Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or an RFR Loan or a conversion to or continuation thereof, as applicable, (a) Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.22.14(b) or Section 2.14(c), and the circumstances under clause (i) of Section 3.6.2(a2.14(b) or Section 2.14(c) or the Scheduled Unavailability Date has occurred with respect to such Relevant Rate (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR the Relevant Rate for the applicable Agreed Currency for any determination date or any requested Interest Period Period, as applicable, with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or for determining XXXXX in connection with an existing or proposed RFR Loan, or (biii) Administrative Agent or Required Lenders determine that for any reason Term SOFR the Relevant Rate with respect to a proposed Loan denominated in an Agreed Currency for any requested Interest Period with respect to a proposed Term SOFR Loan or determination date(s) does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Administrative Agent will promptly so notify Borrowers and Lenders. Thereafter, (x) the obligation of Lenders to make, maintain, or convert Base Rate Loans to, Term SOFR Loans Loans, or to make or maintain RFR Loans, as applicable, shall be suspended (to the extent of the affected Term SOFR Loans or Interest PeriodsPeriods or RFR Loans, as applicable), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Alternate Base Rate, the utilization of such component in determining Alternate Base Rate shall be suspended, in each case until Administrative Agent (or, in the case of a determination by Required Lenders described above, until Administrative Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (I) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (II) Borrowers may revoke any pending request for a Borrowing of RFR Loans or, failing that, will be deemed to have converted such RFR Loans into a Borrowing of Base Rate Loans in Dollars in the U.S. Dollar Amount of such RFR Loans immediately, (III) any outstanding Term SOFR Loans (to the extent of the affected Term SOFR Loans) shall convert to Base Rate Loans at the end of their respective Interest Periods, and (IV) any outstanding affected RFR Loans, at the Borrower Representative’s election, shall either (1) be converted into a Borrowing of Base Rate Loans denominated in Dollars in the U.S. Dollar Amount of the amount of such RFR Loans or (2) be prepaid in full; provided that, if no election is made by the Borrower Representative by the date that is three Business Days after receipt by the Borrower Representative of such notice, the Borrower Representative shall be deemed to have elected clause (1) above.

Inability to Determine Rate. If in connection with If, on or prior to the first day of any request Interest Period for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (a) Agent determines any Note the Requisite Purchasers determine (which determination shall be conclusive and binding absent manifest error) that (i) no Successor “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, that the purchase, maintaining, converting to, or continuation of its LIBO Rate Portion, (ii) Term SOFR has been determined become unlawful as a result of compliance by Purchaser in accordance good faith with Section 3.6.2any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), (iii) Term SOFR has become impracticable, as a result of contingencies occurring after the date hereof that materially and adversely affect the circumstances under Section 3.6.2(a) market or the Scheduled Unavailability Date has occurred (as applicable)position of Purchaser in that market, or (iiiv) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (b) Agent or Required Lenders the Requisite Purchasers determine that for any reason that Adjusted Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders the Requisite Purchasers of funding such Loanthe loans evidenced by its Note, Agent the Requisite Purchasers will promptly so notify Borrowers and LendersCompany. ThereafterUpon such notice, (x) the any obligation of Lenders the Purchasers to makepurchase Notes, maintain, or convert Base Rate Loans to, Term SOFR Loans and any right of Company to issue Notes shall be suspended (to until the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes Requisite Purchasers revoke such notice. Upon receipt of such notice, (I) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans (the Requisite Purchasers shall also have the right to elect to have the extent principal of the affected Term SOFR Loans or Interest Periods) oroutstanding Notes bear interest at a rate the Requisite Purchasers elect in their sole discretion. Upon any such conversion to a new interest rate, failing thatCompany shall also pay accrued interest on the amount so converted, will be deemed together with any additional amounts required pursuant to have converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to Base Rate Loans at the end of their respective Interest Periodsthis Agreement.

Inability to Determine Rate. If in connection with any request for a Term SOFR BSBY Loan or a conversion to or continuation thereof, as applicable, (aA) Agent determines (which determination shall be conclusive absent manifest error) that (iI) no Successor Rate has been determined in accordance with Section 3.6.22(g)(ii), and the circumstances under Section 3.6.2(a2(g)(ii)(A) or the Scheduled Unavailability Date has occurred (as applicable), or (iiII) adequate and reasonable means do not otherwise exist for determining Term SOFR BSBY Rate for any requested Interest Period with respect to a proposed Term SOFR BSBY Loan or in connection with an existing or proposed Base Rate Loan, or (bB) Agent or Required Lenders determine that for any reason Term SOFR BSBY Rate for any requested Interest Period with respect to a proposed Term SOFR BSBY Loan does not adequately and fairly to Fourth Amendment and Joinder to Loan, Guaranty And Security Agreement reflect the cost to such Lenders of funding such Loan, Agent will promptly so notify Borrowers and LendersLenders in writing. Thereafter, (x1) the obligation of Lenders to make, maintain, or convert Base Rate Loans to, Term SOFR BSBY Loans shall be suspended (to the extent of the affected Term SOFR BSBY Loans or Interest Periods), and (y2) in the event of a determination described in the preceding sentence with respect to the Term SOFR BSBY Rate component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (Ix) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR BSBY Loans (to the extent of the affected Term SOFR BSBY Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (IIy) any outstanding Term SOFR BSBY Loans shall convert to Base Rate Loans at the end of their respective Interest Periods.

Inability to Determine Rate. If in connection with If, on or prior to the first day of any request Interest Period for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (a) Agent determines any Note the Requisite Purchasers determine (which determination shall be conclusive and binding absent manifest error) that (i) no Successor Rate “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, (ii) the purchase, maintaining, converting to, or continuation of its Term SOFR has been determined become unlawful as a result of compliance by Purchaser in accordance good faith with Section 3.6.2any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), (iii) Term SOFR has become impracticable, as a result of contingencies occurring after the date hereof that materially and adversely affect the circumstances under Section 3.6.2(a) market or the Scheduled Unavailability Date has occurred (as applicable)position of Purchaser in that market, or (iiiv) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (b) Agent or Required Lenders the Requisite Purchasers determine that for any reason that Adjusted Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders the Requisite Purchasers of funding such Loanthe loans evidenced by its Note, Agent the Requisite Purchasers will promptly so notify Borrowers and LendersCompany. ThereafterUpon such notice, (x) the any obligation of Lenders the Purchasers to makepurchase Notes, maintain, or convert Base Rate Loans to, Term SOFR Loans and any right of Company to issue Notes shall be suspended (to until the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes Requisite Purchasers revoke such notice. Upon receipt of such notice, (I) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans (the Requisite Purchasers shall also have the right to elect to have the extent principal of the affected Term SOFR Loans or Interest Periods) oroutstanding Notes bear interest at a rate the Requisite Purchasers elect in their sole discretion. Upon any such conversion to a new interest rate, failing thatCompany shall also pay accrued interest on the amount so converted, will be deemed together with any additional amounts required pursuant to have converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to Base Rate Loans at the end of their respective Interest Periodsthis Agreement.

Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion of Base Rate Loans to Term SOFR Loans or a continuation thereofof any of such Loans, as applicable, (ax) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (iA) no Successor Rate has been determined in accordance with Section 3.6.22(g)(iii), and the circumstances under clause (x) of Section 3.6.2(a2(g)(iii) or the Scheduled Unavailability Date has occurred (as applicable)occurred, or (iiB) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (by) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Borrower and Lenderseach Lender. Thereafter, (x) the obligation of the Lenders to make, maintainmake or maintain Term SOFR Loans, or to convert Base Rate Loans to, to Term SOFR Loans Loans, shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of such the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described abovein clause (y) of this Section 2(g)(ii), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ix) Borrowers the Borrower may revoke any pending request for a BorrowingBorrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans, Loans in the amount specified therein and (IIy) any outstanding Term SOFR Loans shall convert be deemed to have been converted to Base Rate Loans at the end of their respective applicable Interest PeriodsPeriod.

Inability to Determine Rate. If in connection with any request for a Term SOFR BSBY Loan or a conversion to or continuation thereof, as applicable, (a) Agent Lender determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR BSBY Rate for any requested Interest Period with respect to a proposed Term SOFR BSBY Loan or in connection with an existing or proposed Base Rate Loan, or (b) Agent or Required Lenders determine Lender determines that for any reason Term SOFR that BSBY Rate for any requested Interest Period with respect to a proposed Term SOFR BSBY Loan does not adequately and fairly reflect the cost to such Lenders Lender of funding such Loan, Agent Lender will promptly so notify Borrowers and LendersBorrower Agent. Thereafter, (x) the obligation of Lenders Lender to make, maintain, or convert Base Rate Loans to, Term SOFR BSBY Loans shall be suspended (to the extent of the affected Term SOFR BSBY Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR BSBY Rate component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) Lender revokes such notice. Upon receipt of such notice, (Ii) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR BSBY Loans (to the extent of the affected Term SOFR BSBY Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (IIii) any outstanding Term SOFR BSBY Loans shall convert to Base Rate Loans at the end of their respective Interest Periods.

Inability to Determine Rate. If the Administrative Agent or Required Lenders determine that for any reason in connection with any request for a Term SOFR Eurocurrency Rate Loan or Floating Eurocurrency Rate Loan or a conversion to or continuation thereof, as applicable, thereof that (a) Agent determines deposits (which determination shall be conclusive absent manifest errorwhether in Dollars or an Alternative Currency) that are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan or Floating Eurocurrency Rate Loan, (i) no Successor Rate has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (iib) adequate and reasonable means do not otherwise exist for determining Term SOFR the Eurocurrency Rate for any requested Interest Period with respect to a proposed Term SOFR Eurocurrency Rate Loan or in connection for determining the Floating Eurocurrency Rate with an existing or respect to a proposed Base Floating Eurocurrency Rate Loan, or (bc) Agent or Required Lenders determine that for any reason Term SOFR the Eurocurrency Rate for any requested Interest Period with respect to a proposed Term SOFR Eurocurrency Rate Loan or in connection with a Eurocurrency Rate Loan, or the Floating Eurocurrency Rate with respect to a proposed Floating Eurocurrency Rate Loan or in connection with a Floating Eurocurrency Rate Loan, does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Company and Lenderseach Lender. Thereafter, (x) the obligation of the Lenders to make, maintain, make or convert Base maintain Eurocurrency Rate Loans to, Term SOFR or Floating Eurocurrency Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR Eurocurrency Rate component of the Base Rate, the utilization of such the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case case, until the Administrative Agent (or, in upon the case of a determination by Required Lenders described above, until Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (I) Borrowers the applicable Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Term SOFR Eurocurrency Rate Loans (to the extent of or Floating Eurocurrency Rate Loans in the affected Term SOFR Loans currency or Interest Periods) currencies or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to a Borrowing of Base Rate Loans at in the end of their respective Interest Periodsamount specified therein.

Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (a) Agent determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (b) Agent or Required Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x) the obligation of Lenders to make, maintain, or convert Base Rate Loans to, Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described in clause (b) above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (I) Borrowers may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to Base Rate Loans at the end of their respective Interest Periods.

Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (a) Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate for Daily SOFR has been determined in accordance with Section 3.6.25 of this Amendment, and the circumstances under Section 3.6.2(a(5)(a) of this Amendment or the Scheduled Unavailability Date has occurred (as applicable)) with respect to SOFR, or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR for any determination date(s) or requested Interest Period payment period, as applicable, with respect to a any proposed Term SOFR Loan or in connection with an existing or proposed Base Rate advance of the Loan, ; or (b) Administrative Agent or Required Lenders determine that for any reason Term that Daily SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan determination date(s) does not adequately and fairly reflect the cost to such Lenders of funding such any requested advance of the Loan, Administrative Agent will promptly so notify Borrowers Borrower and Lenderseach Lender. Thereafter, (x) the obligation of Lenders to make, maintain, make or convert Base Rate Loans to, Term SOFR Loans shall be suspended (to the extent maintain advances of the affected Term Loan at the Daily SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Administrative Agent (or, or in the case of a determination by Required Lenders described in clause (b) above, until Administrative Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (I1) Borrowers Borrower may revoke any pending request for a Borrowing, conversion or continuation of Term borrowing at the Daily SOFR Loans Rate (to the extent of the affected Term SOFR Loans or Interest PeriodsLoan advances) or, failing that, will be deemed to have converted such request into a request for to borrow a Base Rate LoansLoan, and (II2) any all amounts from day to day outstanding Term SOFR Loans which are not past due, shall convert bear interest at a fluctuating rate of interest per annum equal to the Base Rate Loans at plus the end of their respective Interest PeriodsBase Rate Margin.

Inability to Determine Rate. Agent will promptly notify Borrower Agent and Lenders if, If in connection with any Loan or request with respect to a Loan request for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (a) Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable Loan amount or Interest Period (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.23.5.2, and the circumstances under Section 3.6.2(a3.5.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining the LIBOR Rate for the Loan or Term SOFR for any requested Interest Period (including with respect to calculation of the a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Prime Rate); Loan, or (b) Agent or Required Lenders determine that for any reason that the LIBOR Rate for the Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to Lenders of funding or maintaining the Loan. Thereafter, Lenders' obligations to make or maintain affected LIBOR Rate Loans and utilization of the LIBOR component (if affected) in determining Prime Rate shall be suspended until Agent determines (or is instructed such Lenders of funding such Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x) the obligation of Lenders to make, maintain, or convert Base Prime Rate Loans to, Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Prime Rate, the utilization of such component in determining Base Prime Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) to withdraw the revokes such notice. Upon receipt of such notice, Borrower Agent (I) Borrowers may revoke any pending request for funding a Borrowing, conversion or continuation of a LIBOR Rate Loan Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have requested a Prime Rate Loan, and Agent may (or shall upon request by Required Lenders) immediately convert any affected LIBOR Rate Loan to a Prime Rate Loan. converted such request into a request for Base Prime Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to Base Prime Rate Loans at the end of their respective Interest Periods.

Inability to Determine Rate. If in connection with any request for a Term SOFR Daily Floating Rate Loan or a conversion of Base Rate Loans to SOFR Daily Floating Rate Loans or a continuation thereofof any of such Loans, as applicable, (aA) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (ix) no Successor Rate for the SOFR Daily Floating Rate has been determined in accordance with Section 3.6.2, 2(g)(iii) and the circumstances under clause (x) of Section 3.6.2(a2(g)(iii) or the Scheduled Unavailability Date has occurred (as applicable)) has occurred with respect to SOFR or the SOFR Daily Floating Rate, or (iiy) adequate and reasonable means do not otherwise exist for determining Term SOFR or the SOFR Daily Floating Rate for any determination date(s) or requested Interest Period payment period, as applicable, with respect to a proposed Term SOFR Daily Floating Rate Loan or in connection with an existing or proposed Base Rate Loan, or (bB) the Administrative Agent or the Required Lenders determine that for any reason Term that the SOFR for any requested Interest Period Daily Floating Rate with respect to a proposed Term SOFR Loan for any requested determination date(s) does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Borrower and Lenderseach Lender. Thereafter, (x1) the obligation of the Lenders to make, maintainmake or maintain SOFR Daily Floating Rate Loans, or to convert Base Rate Loans toto SOFR Daily Floating Rate Loans, Term SOFR Loans shall be suspended (in each case to the extent of the affected Term SOFR Loans or Interest Periodsdetermination date(s), as applicable, and (y2) in the event of a determination described in the preceding sentence with respect to the Term SOFR Daily Floating Rate component of the Base Rate, the utilization of such the SOFR Daily Floating Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described abovein clause (B) of this Section, until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (I) Borrowers the Borrower may revoke any pending request for a BorrowingBorrowing of, or conversion to SOFR Daily Floating Rate Loans, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to a Borrowing of Base Rate Loans at of the end amount specified therein if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of their respective Interest Periodssuch notice.

Inability to Determine Rate. If (a) Subject to Section 3.07, if, on or prior to the first day of any Interest Period for any Term SOFR Loan (a) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, or (b) the Required Lenders determine that for any reason in connection with any request for a Term SOFR Loan or a conversion to thereto or a continuation thereof, as applicable, (a) Agent determines (which determination shall be conclusive absent manifest error) thereof that (i) no Successor Rate has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (b) Agent or Required Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent, the Administrative Agent will promptly so notify Borrowers the Borrower and Lenderseach Lender. ThereafterUpon such notice, (x) the any obligation of the Lenders to makemake Term SOFR Loans, maintain, and any right of the Borrower to continue Term SOFR Loans or to convert Base Rate Loans to, to Term SOFR Loans Loans, shall be suspended (to the extent of the affected Term SOFR Loans or affected Interest Periods), and ) until the Administrative Agent (y) in the event of a determination described in the preceding sentence with respect to clause (b), at the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ii) Borrowers the Borrower may revoke any pending request for a Borrowingborrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans, Loans in the amount specified therein and (IIii) any outstanding affected Term SOFR Loans shall convert will be deemed to have been converted into Base Rate Loans at the end of their respective the applicable Interest PeriodsPeriod. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 3.05. Subject to Section 3.07, if the Administrative Agent determines (which determination shall be 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 Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion of Base Rate Loans to SOFR Loans or a continuation thereofof any of such Loans, as applicable, (ax) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (iA) no Successor Rate has been determined in accordance with Section 3.6.23.9(b), and the circumstances under clause (x) of Section 3.6.2(a3.9(b) or the Scheduled Unavailability Date has occurred (as applicable)occurred, or (iiB) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (by) the Administrative Agent or Required the Majority Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Borrower and Lenderseach Lender. Thereafter, (x) the obligation of the Lenders to make, maintainmake or maintain SOFR Loans, or to convert Base Rate Loans toto SOFR Loans, Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of such the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by Required Lenders the Majority Xxxxxxx described abovein clause (y) of this Section 3.9(a), until the Administrative Agent upon instruction of Required the Majority Lenders) revokes such notice. Upon receipt of such notice, (Ix) Borrowers the Borrower may revoke any pending request for a BorrowingBorrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans, Loans in the amount specified therein and (IIy) any outstanding Term SOFR Loans shall convert be deemed to have been converted to Base Rate Loans immediately or, in the case of SOFR Loans, at the end of their respective applicable Interest PeriodsPeriod.

Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion of Base Rate Loans to Term SOFR Loans or a continuation thereofof any of such Loans, as applicable, (ax) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (iA) no Successor Rate has been determined in accordance with Section 3.6.22(g)(iii), and the circumstances under clause (x) of Section 3.6.2(a2(g)(iii) or the Scheduled Unavailability Date has occurred (as applicable)occurred, or (iiB) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in CHAR1\0000000x0 connection with an existing or proposed Base Rate Loan, or (by) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Company and Lenderseach Lender. Thereafter, (x) the obligation of the Lenders to make, maintainmake or maintain Term SOFR Loans, or to convert Base Rate Loans to, to Term SOFR Loans Loans, shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of such the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described abovein clause (y) of this Section 2(g)(ii), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ix) Borrowers the Company may revoke any pending request for a BorrowingBorrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans, Loans in the amount specified therein and (IIy) any outstanding Term SOFR Loans shall convert be deemed to have been converted to Base Rate Loans at the end of their respective applicable Interest PeriodsPeriod.

Inability to Determine Rate. If in connection with any request for a Term SOFR Revolving Loan or a conversion to or continuation thereof, as applicable, (a) Agent determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.22.26(b), and the circumstances under Section 3.6.2(a2.26(b)(i) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Revolving Loan or in connection with an existing or proposed Base Rate Revolving Loan, or (b) Agent or Required Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Revolving Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Agent will promptly so notify Borrowers Borrower and Lenders. Thereafter, (x) the obligation of Lenders to make, maintain, or convert Base Rate Revolving Loans to, Term SOFR Revolving Loans shall be suspended (to the extent of the affected Term SOFR Revolving Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (I) Borrowers Borrower may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Revolving Loans (to the extent of the affected Term SOFR Revolving Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Revolving Loans, and (II) any outstanding Term SOFR Revolving Loans shall convert to Base Rate Revolving Loans at the end of their respective Interest Periods.

Inability to Determine Rate. If in connection with any request for a Term Daily SOFR Rate Revolving Loan or a conversion of Base Rate Loans to Daily SOFR Rate Revolving Loans or a continuation thereofof any of such Revolving Loans, as applicable, (aA) Agent the Bank determines (which determination shall be conclusive absent manifest error) that (ix) no SOFR Successor Rate for the Daily SOFR Rate has been determined in accordance with Section 3.6.2, 2.3(f)(ii) and the circumstances under clause (x) of Section 3.6.2(a2.3(f)(ii) or the SOFR Scheduled Unavailability Date has occurred (as applicable)) has occurred with respect to SOFR, or (iiy) adequate and reasonable means do not otherwise exist for determining Term SOFR for any determination date(s) or requested Interest Period payment period, as applicable, with respect to a proposed Term Daily SOFR Rate Revolving Loan or in connection with an existing or proposed Base Rate Loan, or (bB) Agent or Required Lenders determine the Bank determines that for any reason Term that the Daily SOFR for any requested Interest Period Rate with respect to a proposed Term SOFR Revolving Loan for any requested determination date(s) does not adequately and fairly reflect the cost to such Lenders of funding such Revolving Loan, Agent the Bank will promptly so notify Borrowers and Lendersthe Authority. Thereafter, (x) the obligation of Lenders the Bank to make, maintainmake or maintain Daily SOFR Rate Revolving Loans, or to convert Base Rate Loans toto Daily SOFR Rate Revolving Loans, Term SOFR Loans shall be suspended (in each case to the extent of the affected Term SOFR Loans or Interest Periodsdetermination date(s), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspendedas applicable, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) Bank revokes such notice. Upon receipt of such notice, (I) Borrowers the Authority may revoke any pending request for a Borrowingborrowing of, or conversion to Daily SOFR Rate Revolving Loans, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to a borrowing of Base Rate Loans at of the end amount specified therein if no election is made by the Authority by the date that is three Business Days after receipt by the Authority of their respective Interest Periodssuch notice. Upon any such conversion, the Authority shall also pay accrued interest on the amount so converted. Additionally, in connection with any such conversion, no amounts will be payable to the Bank under Section 4.4 hereof.

Inability to Determine Rate. Agent will promptly notify Borrower Agent and Lenders if,If in connection with any Loan or request for with respect to afor a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (a) Agent determines that (which i) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the(which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Scheduled Unavailability Date has occurred (as applicableapplicable Loan amount or Interest Period), or (ii) adequate and reasonable means do not otherwise exist for determining Term LIBORTerm SOFR for any the Loan orany requested Interest Period (including with respect to a calculation of thea proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Rate); Loan, or (b) Agent or Required Lenders determine that for any reason Term that LIBORTerm SOFR for any theany requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such or maintaining thesuch Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x) the obligation of Lenders Lenders' obligations to makemake or, maintain, or convert Base Rate Loans to, Term SOFR Loans shall be suspended (to the extent of the affected Term LIBORTerm SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such the LIBORsuch component (if affected) in determining Base Rate shall be suspended, in each case until Agent determines (oror is instructed, in the case of a determination by Required Lenders Lenders) to withdraw the described in clause (b) above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (IBorrower Agent(I) Borrowers may revoke any pending request for a Borrowingfundinga Borrowing of, conversion to or continuation of Term a LIBOR LoanTerm SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted requestedconverted such request into a request for Base Rate LoansLoanLoans, and Agent may (IIor shall upon request by Required Lenders) immediately(II) any outstanding Term SOFR Loans shall convert any affected LIBOR Loan to a Base Rate Loans LoanLoans at the end of their respective Interest Periods.

Inability to Determine Rate. If in connection with If, on or prior to the first day of any request Interest Period for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (a) Agent determines any Note the Requisite Purchasers determine (which determination shall be conclusive and binding absent manifest error) that (i) no Successor “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, that(ii) the purchase, maintaining, converting to, or continuation of its LIBO Rate Portion, (ii) Term SOFR has been determined become unlawful as a result of compliance by Purchaser in accordance good faith with Section 3.6.2any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), (iii) Term SOFR has become impracticable, as a result of contingencies occurring after the date hereof that materially and adversely affect the circumstances under Section 3.6.2(a) market or the Scheduled Unavailability Date has occurred (as applicable)position of Purchaser in that market, or (iiiv) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (b) Agent or Required Lenders the Requisite Purchasers determine that for any reason that Adjusted Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders the Requisite Purchasers of funding such Loanthe loans evidenced by its Note, Agent the Requisite Purchasers will promptly so notify Borrowers and LendersCompany. ThereafterUpon such notice, (x) the any obligation of Lenders the Purchasers to makepurchase Notes, maintain, or convert Base Rate Loans to, Term SOFR Loans and any right of Company to issue Notes shall be suspended (to until the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes Requisite Purchasers revoke such notice. Upon receipt of such notice, (I) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans (the Requisite Purchasers shall also have the right to elect to have the extent principal of the affected Term SOFR Loans or Interest Periods) oroutstanding Notes bear interest at a rate the Requisite Purchasers elect in their sole discretion. Upon any such conversion to a new interest rate, failing thatCompany shall also pay accrued interest on the amount so converted, will be deemed together with any additional amounts required pursuant to have converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to Base Rate Loans at the end of their respective Interest Periodsthis Agreement.

Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.22.10(b), and the circumstances under Section 3.6.2(a2.10(b)(i) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or Loan, in connection with an existing or proposed Base Rate ABR Loan, or (b) the Administrative Agent or Required Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Parent Borrower and the Lenders. Thereafter, (x) the obligation of the Lenders to make, maintain, or convert Base Rate ABR Loans to, Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base RateABR, the utilization of such component in determining Base Rate ABR shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described above, until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (I) Borrowers the Parent Borrower may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate ABR Loans, and (II) any outstanding Term SOFR Loans shall convert to Base Rate ABR Loans at the end of their respective Interest Periods.

Inability to Determine Rate. Agent will promptly notify Borrower Agent and Lenders if, If in connection with any Loan or request with respect to a for a Term SOFR Loan or a conversion to or continuation thereof, as applicableLoan, (a) Agent determines that (which i) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable Loan amount or Interest Period(which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR LIBOR for any requested the Loan or Interest Period (including with respect to calculation of the Base Rate); either Daily Simple SOFR with respect to a proposed Term SOFR Loan or Term SOFR in connection with an existing or proposed Base Rate Loan, or (b) Agent or Required Lenders determine that for any reason Term SOFR that LIBOR for any requested the Interest Period Daily Simple SOFR with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding or maintaining the Loan. Thereafter, Lenders’ obligations to make or maintain affected LIBOR Loans and utilization of the LIBOR component (if affected) such Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x) the obligation of Lenders to make, maintain, make or convert Base Rate Loans to, Term maintain SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest PeriodsLoans), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspendedsuspended , in each case until Agent determines (or is instructed (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) to withdraw the revokes such notice. Upon receipt of such notice, Borrower Agent (I) Borrowers may revoke any pending request for a Borrowingfunding, conversion or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) a LIBOR Loan a Borrowing or, failing that, will be deemed to have converted requested a Base Rate Loan, and Agent may (or shall upon request by Required Lenders) immediately convert any affected LIBOR Loan to a Base Rate Loan.converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans immediately shall convert to Base Rate Loans at the end of their respective Interest PeriodsLoans.

Inability to Determine Rate. Agent will promptly notify Borrower Agent and Lenders if, If in connection with any Loan or request with respect to a Loan request for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (a) Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable Loan amount or Interest Period (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining LIBOR Term SOFR for the Loan or any requested Interest Period (including with respect to calculation of the a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Rate); Loan, or (b) Agent or Required Lenders determine that for any reason that LIBOR Term SOFR for the any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to Lenders of funding or maintaining the Loan. Thereafter, Lenders' obligations to make or maintain affected LIBOR Loans and utilization of the LIBOR component (if affected) in determining Base Rate shall be suspended until Agent determines (or is instructed such Lenders of funding such Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x) the obligation of Lenders to make, maintain, or convert Base Rate Loans to, Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) to withdraw the revokes such notice. Upon receipt of such notice, Borrower Agent (I) Borrowers may revoke any pending request for funding a Borrowing, conversion or continuation of a LIBOR Loan Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted requested a Base Rate Loan, and Agent may (or shall upon request by Required Lenders) immediately convert any affected LIBOR Loan to a Base Rate Loan.converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to Base Rate Loans at the end of their respective Interest Periods.

Inability to Determine Rate. If in connection with any request for a Term SOFR BSBY Loan or a conversion to or continuation thereof, as applicable, (aA) Agent determines (which determination shall be conclusive absent manifest error) that (iI) no Successor Rate has been determined in accordance with Section 3.6.22(g)(ii), and the circumstances under Section 3.6.2(a2(g)(ii)(A) or the Scheduled Unavailability Date has occurred (as applicable), or (iiII) adequate and reasonable means do not otherwise exist for determining Term SOFR BSBY Rate for any requested Interest Period with respect to a proposed Term SOFR BSBY Loan or in connection with an existing or proposed Base Rate Loan, or (bB) Agent or Required Lenders determine that for any reason Term SOFR that BSBY Rate for any requested Interest Period with respect to a proposed Term SOFR BSBY Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x1) the obligation of Lenders to make, maintain, or convert Base Rate Loans to, Term SOFR BSBY Loans shall be suspended (to the extent of the affected Term SOFR BSBY Loans or Interest Periods), and (y2) in the event of a determination described in the preceding sentence with respect to the Term SOFR BSBY Rate component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (Ix) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR BSBY Loans (to the extent of the affected Term SOFR BSBY Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (IIy) any outstanding Term SOFR BSBY Loans shall convert to Base Rate Loans at the end of their respective Interest Periods.

Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or SOFR Daily Floating Rate Loan or a conversion of Base Rate Loans to Term SOFR Loans or SOFR Daily Floating Rate Loans or a continuation thereofof any of such Loans, as applicable, (ax) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (iA) no Successor Rate has been determined in accordance with Section 3.6.22(g)(iii), and the circumstances under clause (x) of Section 3.6.2(a2(g)(iii) or the Scheduled Unavailability Date has occurred (as applicable)occurred, or (iiB) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or SOFR Daily Floating Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan, or (by) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or SOFR Daily Floating Rate Loan, as applicable, does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Borrower and Lenderseach Lender. Thereafter, (x) the obligation of the Lenders to makemake or maintain Term SOFR Loans or SOFR Daily Floating Rate Loans, maintainas applicable, or to convert Base Rate Loans to, to Term SOFR Loans or SOFR Daily Floating Rate Loans, shall be suspended (to the extent of the affected Term SOFR Loans, SOFR Daily Floating Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of such the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described abovein clause (y) of this Section 2(g)(ii), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ix) Borrowers the Borrower may revoke any pending request for a BorrowingBorrowing of, or conversion to, or continuation of Term SOFR Loans or SOFR Daily Floating Rate Loans (to the extent of the affected Term SOFR Loans, SOFR Daily Floating Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans, Loans in the amount specified therein and (IIy) any outstanding Term SOFR Loans and SOFR Daily Floating Rate Loans shall convert be deemed to have been converted to Base Rate Loans immediately or, in the case of Term SOFR Loans, at the end of their respective applicable Interest PeriodsPeriod. (iii) Replacement of Term SOFR, SOFR Daily Floating Rate, or Successor Rate. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the 129574534v4 Required Lenders, a copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (x) adequate and reasonable means do not exist for ascertaining one month, three month and six month interest periods of Term SOFR (or, in the case of SOFR Daily Floating Rate Loans, the one month interest period of Term SOFR), including, without limitation, because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (y) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one month, three month and six month interest periods of Term SOFR (or, in the case of the SOFR Daily Floating Rate, the one month interest period of Term SOFR) or the Term SOFR Screen Rate shall or will no longer be made available, or permitted to be used for determining the interest rate of Dollar denominated syndicated loans, or shall or will otherwise cease, provided, that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide such interest periods of Term SOFR (or, in the case of the SOFR Daily Floating Rate, the one month interest period of Term SOFR) after such specific date (the latest date on which one month, three month and six month interest periods of Term SOFR (or, in the case of the SOFR Daily Floating Rate, the one month interest period of Term SOFR) or the Term SOFR Screen Rate are no longer available permanently or indefinitely, the “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such date, the “Term SOFR Replacement Date”), which date shall be, in the case of Term SOFR Loans, at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (y) above, no later than the Scheduled Unavailability Date, Term SOFR and the SOFR Daily Floating Rate will be replaced hereunder and under any Loan Document with Daily Simple SOFR plus the SOFR Adjustment for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “Successor Rate). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest payments will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (A) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, or (B) if the events or circumstances of the type described in Section 2(g)(iii)(x) or 2(g)(iii)(y) have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement and the other Loan Documents solely for the purpose of replacing Term SOFR, the SOFR Daily Floating Rate or any then current Successor Rate in accordance with this Section 2(g)(iii) at the end of any Interest Period, relevant interest payment date or payment period (or, in the case of a daily floating interest rate, upon the effectiveness of such amendment) for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar Dollar denominated credit facilities syndicated and agented in the United States for such alternative benchmark. and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar Dollar denominated credit facilities syndicated and agented in the United States for such benchmark, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate 129574534v4 and adjustments, shall constitute a “Successor Rate”. Any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment. The Administrative Agent will promptly (in one or more notices) notify the Borrower and each Lender of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero%, the Successor Rate will be deemed to be zero% for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a Successor Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective. For purposes of this Section 2(g)(iii), those Lenders that either have not made, or do not have an obligation under this Agreement to make, the relevant Loans in Dollars shall be excluded from any determination of Required Lenders. Exhibit A FORM OF COMMITTED LOAN NOTICE Date: ___________, _____1 To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Fourth Amended and Restated Credit Agreement, dated as of July 13, 2021 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among TANGER PROPERTIES LIMITED PARTNERSHIP, a North Carolina limited partnership (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. The undersigned hereby requests (select one)2: Borrower: TANGER PROPERTIES LIMITED PARTNERSHIP Indicate: Borrowing, Conversion or Continuation Indicate: Requested Amount Indicate: Currency Indicate: Term SOFR Loans or SOFR Daily Floating Rate Loans Indicate: Interest Period (e.g., 1, 3 or 6 month interest period) The Borrowing, if any, requested herein complies with the requirements set forth in the Credit Agreement. Tanger Properties Limited Partnership, a North Carolina limited partnership By: Tanger Factory Outlet Centers, Inc., its sole general partner By: Name: [Type Signatory Name] Title: [Type Signatory Title] 1 Note to Borrower. All requests submitted under a single Committed Loan Notice must be effective on the same date. If multiple effective dates are needed, multiple Committed Loan Notices will need to be prepared and signed. 2 Note to Borrower. For multiple borrowings, conversions and/or continuations for a particular facility, fill out a new row for each borrowing/conversion and/or continuation.

Inability to Determine Rate. If Subject to Section 3.07, if, on or prior to the first day of any Interest Period for any Term SOFR Loan (a) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, or (b) the Required Lenders determine that for any reason in connection with any request for a Term SOFR Loan or a conversion to thereto or a continuation thereof, as applicable, (a) Agent determines (which determination shall be conclusive absent manifest error) thereof that (i) no Successor Rate has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Adjusted Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (b) Agent or Required Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent, the Administrative Agent will promptly so notify Borrowers the Borrower and Lenderseach Lender. ThereafterUpon such notice, (x) the any obligation of the Lenders to makemake Term SOFR Loans, maintain, and any right of the Borrower to continue Term SOFR Loans or to convert Base Rate Loans to, to Term SOFR Loans Loans, shall be suspended (to the extent of the affected Term SOFR Loans or affected Interest Periods), and ) until the Administrative Agent (y) in the event of a determination described in the preceding sentence with respect to clause (b), at the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ii) Borrowers the Borrower may revoke any pending request for a Borrowingborrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans, Loans in the amount specified therein and (IIii) any outstanding affected Term SOFR Loans shall convert will be deemed to have been converted into Base Rate Loans at the end of their respective the applicable Interest PeriodsPeriod. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 3,05. Subject to Section 3.07, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (a) Agent Lender determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (b) Agent or Required Lenders determine Lender determines that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders Lender of funding such Loan, Agent Lender will promptly so notify Borrowers and LendersBorrower Agent. Thereafter, (x) the obligation of Lenders Lender to make, maintain, or convert Base Rate Loans to, Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) Lender revokes such notice. Upon receipt of such notice, (Ii) Borrowers Borrower Agent may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to Base Rate Loans at the end of their respective Interest Periods.and

Inability to Determine Rate. If in connection with any request for a US Term SOFR Loan, UK XXXXX Rate Loan, and/or UK EURIBOR Loan or a conversion to or continuation thereof, as applicable, (a) Agent determines (which determination shall be conclusive absent manifest error) that (i) no Term SOFR Successor Rate or UK Successor Rate, as applicable, has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Term SOFR Scheduled Unavailability Date or UK Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR SOFR, XXXXX, and/or EURIBOR for any requested Interest Period with respect to a proposed Term SOFR Interest Period Loan or in connection with an existing or proposed US Base Rate Loan, or (b) Agent or Required Lenders determine that for any reason Term SOFR SOFR, XXXXX, and/or EURIBOR for any requested Interest Period Period, as applicable, with respect to a proposed US Term SOFR Loan, UK XXXXX Rate Loan and/or UK EURIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x) the obligation of Lenders to (i) make, maintain, or convert US Base Rate Loans to, US Term SOFR Loans shall be suspended (to the extent of the affected US Term SOFR Loans or Interest Periods), (ii) make or maintain UK XXXXX Rate Loans and/or UK EURIBOR Loans shall be suspended (to the extent of the affected UK EURIBOR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of US Base Rate, the utilization of such component in determining US Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (1) with respect to US Revolver Loans: (I) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of US Term SOFR Loans (to the extent of the affected US Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for US Base Rate Loans, and (II) any outstanding US Term SOFR Loans shall convert to US Base Rate Loans at the end of their respective Interest Periods, (2) with respect to UK XXXXX Rate Loans, (I) Borrowers may revoke any pending request for a Borrowing of UK XXXXX Xxxx Loans, and any outstanding UK XXXXX Rate Loans shall bear interest based on the UK Successor Rate, and (3) with respect to UK EURIBOR Loans: (I) Borrowers may revoke any pending request for a Borrowing or continuation of UK EURIBOR Loans (to the extent of the affected UK EURIBOR Loans or Interest Periods), and any outstanding UK EURIBOR Loans shall bear interest on the UK Successor Rate.

Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (aA) Agent determines (which determination shall be conclusive absent manifest error) that (iI) no Successor Rate has been determined in accordance with Section 3.6.22(g)(ii), and the circumstances under Section 3.6.2(a2(g)(ii)(A) or the Scheduled Unavailability Date has occurred (as applicable), or (iiII) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (bB) Agent or Required Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding making and maintaining such Loan, Agent will promptly so notify Borrowers and Lenders. ThereafterUpon notice thereof by the Agent to the Borrowers, (x) the any obligation of Lenders to make, maintain, maintain or convert Base Rate Loans to, to Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (Ix) Borrowers may revoke any pending request for a Borrowing, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or affected Interest Periods) or, failing that, will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans, and (IIy) any outstanding Term SOFR Loans shall convert to Base Rate Loans at the end of their respective Interest Periods.

Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (aA) Administrative Agent determines (which determination shall be conclusive absent manifest error) that (iI) no Successor Rate has been determined in accordance with Section 3.6.22(g)(ii), and the circumstances under Section 3.6.2(a2(g)(ii)(A) or the Scheduled Unavailability Date has occurred (as applicable), or (iiII) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (bB) Administrative Agent or Required Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Administrative Agent will promptly so notify Borrowers and Lenders. Thereafter, (x1) the obligation of Lenders to make, maintain, maintain or convert Base Rate Loans to, to Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y2) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Administrative Agent (or, in the case of a determination by Required Lenders described above, until Administrative Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (Ix) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (IIy) any outstanding Term SOFR Loans shall convert to Base Rate Loans at the end of their respective Interest Periods.

Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion of Base Rate Loans to Term SOFR Loans or a continuation thereofof any of such Loans, as applicable, (ax) the Agent determines (which determination shall be conclusive absent manifest error) that (iA) no Successor Rate has been determined in accordance with Section 3.6.22(g)(ii), and the circumstances under clause (x) of Section 3.6.2(a2(g)(ii) or the Scheduled Unavailability Date has occurred (as applicable)occurred, or (iiB) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (by) the Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Agent will promptly so notify the Borrowers and Lenderseach Lender. Thereafter, (x) the obligation of the Lenders to make, maintainmake or maintain Term SOFR Loans, or to convert Base Rate Loans to, to Term SOFR Loans Loans, shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of such the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Agent (or, in the case of a determination by the Required Lenders described abovein clause (y) of this Section 2(g)(i), until the Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ix) the Borrowers may revoke any pending request for a BorrowingBorrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans, Loans in the amount specified therein and (IIy) any outstanding Term SOFR Loans shall convert be deemed to have been converted to Base Rate Loans at the end of their respective applicable Interest PeriodsPeriod.

Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion of Base Rate Loans to Term SOFR Loans or a continuation thereofof any of such Loans, as applicable, (ax) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (iA) no Successor Rate has been determined in accordance with Section 3.6.22(g)(iii), and the circumstances under clause (x) of Section 3.6.2(a2(g)(iii) or the Scheduled Unavailability Date has occurred (as applicable)occurred, or (iiB) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (by) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested CHAR1\1975009v1 Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Borrower and Lenderseach Lender. Thereafter, (x) the obligation of the Lenders to make, maintainmake or maintain Term SOFR Loans, or to convert Base Rate Loans to, to Term SOFR Loans Loans, shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of such the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described abovein clause (y) of this Section 2(g)(ii), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ix) Borrowers the Borrower may revoke any pending request for a BorrowingBorrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans, Loans in the amount specified therein and (IIy) any outstanding Term SOFR Loans shall convert be deemed to have been converted to Base Rate Loans at the end of their respective applicable Interest PeriodsPeriod.

Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or SOFR Daily Floating Rate Loan or a conversion of Base Rate Loans to Term SOFR Loans or SOFR Daily Floating Rate Loans or a continuation thereofof any of such Loans, as applicable, (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (iA) no Successor Rate has been determined in accordance with Section 3.6.23.03(b), and the circumstances under clause (i) of Section 3.6.2(a3.03(b) or the Scheduled Unavailability Date has occurred (as applicable)occurred, or (iiB) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or SOFR Daily Floating Rate Loan, as applicable or in connection with an existing or proposed Base Rate Loan, or (bii) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or SOFR Daily Floating Rate Loan, as applicable does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Company and Lenderseach Lender. Thereafter, (x) the obligation of the Lenders to makemake or maintain Term SOFR Loans or SOFR Daily Floating Rate Loans, maintainas applicable, or to convert Base Rate Loans to, to Term SOFR Loans or SOFR Daily Floating Rate Loans, shall be suspended (to the extent of the affected Term SOFR Loans, SOFR Daily Floating Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of such the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described abovein clause (ii) of Section 3.03(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ix) the Borrowers may revoke any pending request for a BorrowingBorrowing of, or conversion to, or continuation of Term SOFR Loans or SOFR Daily Floating Rate Loans (to the extent of the affected Term SOFR Loans, SOFR Daily Floating Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans, Loans in the amount specified therein and (IIy) any outstanding Term SOFR Loans and SOFR Daily Floating Rate Loans shall convert be deemed to have been converted to Base Rate Loans immediately or, in the case of Term SOFR Loans, at the end of their respective applicable Interest PeriodsPeriod.

Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or an Alternative Currency Loan or a conversion to or continuation thereof, as applicable, (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.22.10(b), and the circumstances under Section 3.6.2(a2.10(b)(i) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR or the Relevant Rate for such Alternative Currency, as applicable, for any requested Interest Period with respect to a proposed Term SOFR Loan, in connection with an existing or proposed ABR Loan or with respect to a proposed Alternative Currency Loan, as applicable, or (b) the Administrative Agent or Required Lenders determine that for any reason Term SOFR or the Relevant Rate for such Alternative Currency, as applicable, for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Alternative Currency Loan, or (b) Agent or Required Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan as applicable, does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Borrower and the Lenders. Thereafter, (x) the obligation of the Lenders to make, maintain, or convert Base Rate ABR Loans to, Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base RateABR, the utilization of such component in determining Base Rate ABR shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described above, until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (I) Borrowers the Borrower may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate ABR Loans, and (II) any outstanding Term SOFR Loans shall convert to Base Rate ABR Loans at the end of their respective Interest Periods.

Inability to Determine Rate. If (a) Solely with respect to any Existing Term Loans and notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Required Lenders reasonably determine that for any reason in connection with any request for a LIBOR Loan other than the Term SOFR Loan P or a conversion to or continuation thereof, as applicable, thereof that (a) Agent determines Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and interest period of such LIBOR Loan, (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (iib) adequate and reasonable means do not otherwise exist for determining Term SOFR LIBOR for any requested Interest Period interest period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate LIBOR Loan, or (bc) Agent or Required Lenders determine that for any reason Term SOFR LIBOR for any requested Interest Period interest period with respect to a proposed Term SOFR LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Administrative Borrower and Lenderseach Lender. Thereafter, (x) the obligation of the Lenders to makemake or maintain LIBOR Loans (other than the Term Loan P) shall be suspended and, maintainnotwithstanding anything in this Agreement to the contrary, or convert (i) all unfunded LIBOR Loans (other than the Term Loan P) shall be funded instead as Base Rate Loans, (ii) all then Existing LIBOR Loans shall be automatically converted to Base Rate Loans to, Term SOFR on the next Interest Payment Date and (iii) all such Loans shall be suspended remain Base Rate Loans until the Interest Payment Date following the date the Administrative Agent (to upon the extent instruction of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of , at which time all such notice, (I) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to Base Rate Loans at the end of their respective Interest Periodsshall automatically be converted back to LIBOR Loans.

Inability to Determine Rate. If in connection with any request for a Term SOFR BSBY Loan or a conversion to or continuation thereof, as applicable, (a) Agent determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR BSBY Rate for any requested Interest Period with respect to a proposed Term SOFR BSBY Loan or in connection with an existing or proposed Base Rate Loan, or (b) Agent or Required Lenders determine that for any reason Term SOFR that BSBY Rate for any requested Interest Period with respect to a proposed Term SOFR BSBY Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x) the obligation of Lenders to make, maintain, or convert Base Rate Loans to, Term SOFR BSBY Loans shall be suspended (to the extent of the affected Term SOFR BSBY Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR BSBY Rate component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (Ii) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR BSBY Loans (to the extent of the affected Term SOFR BSBY Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (IIii) any outstanding Term SOFR BSBY Loans shall convert to Base Rate Loans at the end of their respective Interest Periods.

Inability to Determine Rate. If in connection with any request for a Term Daily SOFR Loan or an Alternative Currency Loan or a conversion of Base Rate Loans or Term Rate Loans denominated in Dollars to Daily SOFR Loans or a continuation thereofof any of such Loans, as applicable, (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (iA) no Successor Rate for the Relevant Rate for the applicable Agreed Currency has been determined in accordance with Section 3.6.2, 3.03(c) or Section 3.03(d) and the circumstances under clause (x) of Section 3.6.2(a3.03(c) or of Section 3.03(d) or the SOFR Scheduled Unavailability Date or CDOR Cessation Date, as applicable, has occurred (as applicable)with respect to such Relevant Rate, or (iiB) adequate and reasonable means do not otherwise exist for determining Term SOFR the Relevant Rate for the applicable Agreed Currency for any determination date(s) or requested Interest Period or payment period, as applicable, with respect to a proposed Term Daily SOFR Loan or in connection with an existing or proposed Base Rate Alternative Currency Loan, or (bii) the Administrative Agent or the Required Lenders determine that for any reason Term SOFR that the Relevant Rate with respect to a proposed Loan denominated in an Agreed Currency for any requested Interest Period with respect to a proposed Term SOFR Loan or determination date(s) does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrowers and Lenderseach Lender. Thereafter, (x) the obligation of the Lenders to makemake or maintain Loans in the affected currencies, maintainas applicable, or to convert Base Rate Loans toor Term Rate Loans denominated in Dollars to Daily SOFR Loans, Term SOFR Loans shall be suspended (in each case to the extent of the affected Term SOFR Alternative Currency Loans or Interest PeriodsPeriod or determination date(s), as applicable, and (y) in until the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Administrative Agent (or, in the case of a determination by the Required Lenders described abovein clause (ii) of this Section 3.03(b), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ii) the Borrowers may revoke any pending request for a BorrowingBorrowing of, conversion to Daily SOFR Loans or continuation of Term SOFR Alternative Currency Loans in the affected currency or currencies (to the extent of the affected Term SOFR Alternative Currency Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans, Loans denominated in Dollars in the Dollar Equivalent in the amount specified therein and (IIii) (A) any outstanding Term Daily SOFR Loans shall convert be deemed to have been converted to Base Rate Loans immediately; (B) any outstanding affected Alternative Currency Loans, at the Borrowers’ election, shall either (1) be converted into a Committed Borrowing of Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount of such outstanding Alternative Currency Loan at the end of their respective the applicable Interest Periods.Period or (2) be prepaid at the end of the applicable Interest Period in full; provided that if no election is made by the Borrowers by the earlier of (x) the date that is three Business Days after receipt by the Borrowers of such notice and (y) the last day of the current Interest Period for the applicable Alternative Currency Loan, the Borrowers shall be deemed to have elected clause (1) above

Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion of Base Rate Loans to Term SOFR Loans or a continuation thereofof any of such Loans, as applicable, (ax) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (iA) no Successor Rate has been determined in accordance with Section 3.6.22(g)(iii), and the circumstances under clause (x) of Section 3.6.2(a2(g)(iii) or the Scheduled Unavailability Date has occurred (as applicable)occurred, or (iiB) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (by) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Borrower and Lenderseach Lender. Thereafter, (x) the obligation of the Lenders to make, maintainmake or maintain Term SOFR Loans, or to convert Base Rate Loans to, to Term SOFR Loans Loans, shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of such the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described abovein clause (y) of this Section 2(g)(ii), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ix) Borrowers the Borrower may revoke any pending request for a BorrowingBorrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans, Loans in the amount ​ ​ specified therein and (IIy) any outstanding Term SOFR Loans shall convert be deemed to have been converted to Base Rate Loans at the end of their respective applicable Interest PeriodsPeriod.

Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (aA) Agent determines (which determination shall be conclusive absent manifest error) that (iI) no Successor Rate has been determined in accordance with Section 3.6.22(g)(ii), and the circumstances under Section 3.6.2(a2(g)(ii)(A) or the Scheduled Unavailability Date has occurred (as applicable), or (iiII) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (bB) Agent or Required Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x1) the obligation of Lenders to make, maintain, maintain or convert Base Rate Loans to, to Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y2) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (Ix) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (IIy) any outstanding Term SOFR Loans shall convert to Base Rate Loans at the end of their respective Interest Periods.. (ii)

Inability to Determine Rate. If in connection with any request for a Term SOFR Benchmark Rate Loan or a conversion to or continuation thereof, as applicable, (a) Agent in good faith determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR the Benchmark Rate for any requested Interest Period with respect to a proposed Term SOFR Benchmark Rate Loan or in connection with an existing or proposed Base Rate Loan, or (b) Agent or Required Lenders in good faith determine that for any reason Term SOFR the Benchmark Rate for any requested Interest Period with respect to a proposed Term SOFR Benchmark Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Agent will promptly so notify Borrowers Borrower and Lenders. Thereafter, (x) the obligation of Lenders to make, maintain, or convert Base Rate Loans to, Term SOFR Benchmark Rate Loans shall be suspended (to the extent of the affected Term SOFR Benchmark Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR Benchmark Rate component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such noticenotice (which revocation, once Agent or Required Lenders have in good faith determined that the circumstances giving rise to Agent’s or Required Lenders’ determination no longer exist, Agent or such Required Lenders shall promptly give). Upon receipt of such notice, (I) Borrowers Borrower may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Benchmark Rate Loans (to the extent of the affected Term SOFR Benchmark Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request DM3\8972795.2 into a request for Base Rate Loans, and (II) any outstanding Term SOFR Benchmark Rate Loans shall convert to Base Rate Loans at the end of their respective Interest Periods.

Inability to Determine Rate. If in connection with any request for a Daily SOFR Loan or a Term SOFR Loan or a conversion of Loans to Daily SOFR Loans or CHAR1\0000000x0 Term SOFR Loans or a continuation thereofof any of such Loans, in each case, as applicable, (aA) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (ix) no Successor Rate for Daily SOFR or Term SOFR, as applicable, has been determined in accordance with Section 3.6.2, 2(k)(iii) or Section (k)(iv) and the circumstances under clause (x) of Section 3.6.2(a2(k)(iii) or clause (x) of Section 2(k)(iv) or the applicable Scheduled Unavailability Date has occurred with respect to Daily SOFR or Term SOFR (as applicable), or (iiy) adequate and reasonable means do not otherwise exist for determining Daily SOFR or Term SOFR for any determination date(s), requested payment period or Interest Period Period, as applicable, with respect to a proposed Daily SOFR Loan or Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (bB) the Administrative Agent or the Required Lenders determine that for any reason Term that Daily SOFR for any requested Interest Period with respect to a proposed Loan for any requested determination date(s) or Term SOFR with respect to a proposed Loan for any Interest Period, as applicable, does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Borrower and Lenderseach Lender. Thereafter, (x1) the obligation of the First Incremental Term Loan Lenders to makemake or maintain Daily SOFR Loans or Term SOFR Loans, maintainas applicable, or to convert Base Rate Loans to, to Daily SOFR Loans or Term SOFR Loans Loans, as applicable, shall be suspended (in each case to the extent of the affected Term SOFR Loans or Interest Periodsdetermination date(s), as applicable, and (y2) in the event of a determination described in the preceding sentence with respect to the Term Daily SOFR component of the Base Rate, the utilization of such the Daily SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described abovein clause (B) of this Section, until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (I) Borrowers the Borrower may revoke any pending request for a BorrowingBorrowing of, or conversion or continuation of Term SOFR Loans (to the extent of the affected Term Daily SOFR Loans or Interest Periods) orTerm SOFR Loans, as applicable, or failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to a Borrowing of Base Rate Loans at of the end amount specified therein if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of their respective Interest Periodssuch notice.

Inability to Determine Rate. (o) If in connection with any request for a Term SOFR Loan, a CDOR Loan or a conversion to or continuation thereof, as applicable, (a) Agent determines (which determination shall be conclusive absent manifest error) that (i) U.S. Dollar deposits are not being offered to, as regards to CDOR, Persons in Canada, for the applicable amount and Interest Period of such CDOR Loan, (ii) no Successor Rate has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (iiiii) adequate and reasonable means do not otherwise exist for determining Term SOFR or CDOR for any requested Interest 66 US-DOCS\123034949.14 Period with respect to a proposed Term SOFR Loan or CDOR Loan or in connection with an existing or proposed Base Rate Loan, or (b) Agent or Required Lenders determine that for any reason Term SOFR or CDOR for any requested Interest Period with respect to a proposed Term SOFR Loan or CDOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x) the obligation of Lenders to make, maintain, or convert Base Rate Loans to, Term SOFR Loans or CDOR Loans shall be suspended (to the extent of the affected Term SOFR Loans, CDOR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the U.S. Base Rate and Canadian Base Rate, the utilization of such component in determining the U.S. Base Rate and Canadian Base Rate shall be suspended, and with respect to the CDOR component of the Canadian Prime Rate, the utilization of the CDOR component in determining the Canadian Prime Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (I) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans or CDOR Loans (to the extent of the affected Term SOFR Loans, CDOR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans or CDOR Loans shall convert to Base Rate Loans at the end of their respective Interest Periods.

Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (aA) Agent determines (which determination shall be conclusive absent manifest error) that (iI) no Successor Rate has been determined in accordance with Section 3.6.22(g)(ii), and the circumstances under Section 3.6.2(a2(g)(ii)(A) or the Scheduled Unavailability Date has occurred (as applicable), or (iiII) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (bB) Agent or Required Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x1) the obligation of Lenders to make, maintain, maintain or convert Base Rate Loans to, to Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y2) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (Ix) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (IIy) any outstanding Term SOFR Loans shall convert to Base Rate Loans at the end of their respective Interest Periods.. APPENDIX A 164318397_4

Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion of Base Rate Loans to Term SOFR Loans or a continuation thereofof any of such Loans, as applicable, (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (iA) no Successor Rate has been determined in accordance with Section 3.6.23.03(b), and the circumstances under clause (i) of Section 3.6.2(a3.03(b) or the Scheduled Unavailability Date has occurred (as applicable)occurred, or (iiB) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (bii) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Borrower and Lenderseach Lender. Thereafter, (x) the obligation of the Lenders to make, maintainmake or maintain Term SOFR Loans, or to convert Base Rate Loans to, to Term SOFR Loans Loans, shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of such the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described abovein clause (ii) of this Section 3.03(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ii) Borrowers the Borrower may revoke any pending request for a BorrowingBorrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans, Loans in the amount specified therein and (IIii) any outstanding Term SOFR Loans shall convert be deemed to have been converted to Base Rate Loans immediately at the end of their respective applicable Interest PeriodsPeriod(s).

Inability to Determine Rate. If in connection with any request for a Term Daily SOFR Loan or a conversion of Base Rate Loans to Daily SOFR Loans or a continuation thereofof any of such Loans, as applicable, (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (iA) no SOFR Successor Rate for Daily SOFR has been determined in accordance with Section 3.6.2, clause (b) below and the circumstances under Section 3.6.2(aclause (b)(i) or the Scheduled Unavailability Date has occurred (as applicable)) has occurred with respect to SOFR, or (iiy) adequate and reasonable means do not otherwise exist for determining Term SOFR for any determination date(s) or requested Interest Period payment period, as applicable, with respect to a proposed Term Daily SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (bii) the Administrative Agent or the Required Lenders determine that for any reason Term that Daily SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan for any requested determination date(s) does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Borrower and Lenderseach Lender. Thereafter, (x1) the obligation of the Lenders to make, maintainmake or maintain Daily SOFR Loans, or to convert Base Rate Loans toto Daily SOFR Loans, Term SOFR Loans shall be suspended (in each case to the extent of the affected Term SOFR Loans or Interest Periodsdetermination date(s), as applicable, and (y2) in the event of a determination described in the preceding sentence with respect to the Term Daily SOFR component of the Base Rate, the utilization of such the Daily SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders Xxxxxxx described abovein subclause (a)(ii) of this Section, until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (I) Borrowers the Borrower may revoke any pending request for a BorrowingBorrowing of, or conversion to Daily SOFR Loans, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to a Borrowing of Base Rate Loans at of the end amount specified therein if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of their respective Interest Periods.such notice. (b)

Inability to Determine Rate. If in connection with any request for a Term Daily SOFR Loan or a conversion of Base Rate Loans or Term Rate Loans denominated in Dollars to Daily SOFR Loans or a continuation thereofof any of such Loans, as applicable, (aA) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (ix) no SOFR Successor Rate for Daily SOFR has been determined in accordance with Section 3.6.2, 3.03(c) and the circumstances under clause (x) of Section 3.6.2(a3.03(c) or the SOFR Scheduled Unavailability Date has occurred (as applicable)) has occurred with respect to SOFR, or (iiy) adequate and reasonable means do not otherwise exist for determining Term SOFR for any determination date(s) or requested Interest Period payment period, as applicable, with respect to a proposed Term Daily SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (bB) the Administrative Agent or the Required Lenders determine that for any reason Term Daily SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan for any requested determination date(s) does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrowers and Lenderseach Lender. Thereafter, (x) the obligation of the Lenders to make, maintainmake or maintain Daily SOFR Loans, or to convert Base Rate Loans toor Term Rate Loans denominated in Dollars to Daily SOFR Loans, Term SOFR Loans shall be suspended (in each case to the extent of the affected Term SOFR Loans or Interest Periodsdetermination date(s), and (y) in as applicable, until the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Administrative Agent (or, in the case of a determination by the Required Lenders described abovein clause (B) of this Section, until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (I) the Borrowers may revoke any pending request for a BorrowingBorrowing of, or conversion to Daily SOFR Loans, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to a Borrowing of Base Rate Loans at of the end amount specified therein if no election is made by the Borrowers by the date that is three Business Days after receipt by the Borrowers of their respective Interest Periodssuch notice.

Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion of Base Rate Loans to Term SOFR Loans or a continuation thereofof any of such Loans, as applicable, (ax) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (iA) no Successor Rate has been determined in accordance with Section 3.6.22(h)(iii), and the circumstances under clause (x) of Section 3.6.2(a2(h)(iii) or the Scheduled Unavailability Date has occurred (as applicable)occurred, or (iiB) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (by) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Borrower and Lenderseach Lender. Thereafter, (x) the obligation of the Lenders to make, maintainmake or maintain Term SOFR Loans, or to convert Base Rate Loans to, to Term SOFR Loans Loans, shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of such the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described abovein clause (y) of this Section 2(h)(ii), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ix) Borrowers the Borrower may revoke any pending request for a BorrowingBorrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans, Loans in the amount specified therein and (IIy) any outstanding Term SOFR Loans shall convert be deemed to have been converted to Base Rate Loans at the end of their respective applicable Interest PeriodsPeriod.

Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (aA) Agent determines (which determination shall be conclusive absent manifest error) that (iI) no Successor Rate has been determined in accordance with Section 3.6.22(g)(ii), and the circumstances under Section 3.6.2(a2(g)(ii)(A) or the Scheduled Unavailability Date has occurred (as applicable), or (iiII) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (bB) Agent or Required Requisite Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x) the obligation of Lenders to make, maintain, maintain or convert Base Prime Rate Loans to, to Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (Ix) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Prime Rate Loans, and (IIy) any outstanding Term SOFR Loans shall convert to Base Prime Rate Loans at the end of their respective Interest Periods.

Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion of Base Rate Loans to Term SOFR Loans or a continuation thereofof any of such Loans, as applicable, (ax) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (iA) no Successor Rate has been determined in accordance with Section 3.6.22(g)(iii), and the circumstances under clause (x) of Section 3.6.2(a2(g)(iii) or the Scheduled Unavailability Date has occurred (as applicable)occurred, or (iiB) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in CHAR1\1994593v1 connection with an existing or proposed Base Rate Loan, or (by) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Company and Lenderseach Lender. Thereafter, (x) the obligation of the Lenders to make, maintainmake or maintain Term SOFR Loans, or to convert Base Rate Loans to, to Term SOFR Loans Loans, shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of such the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described abovein clause (y) of this Section 2(g)(ii), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ix) Borrowers the Company may revoke any pending request for a BorrowingBorrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans, Loans in the amount specified therein and (IIy) any outstanding Term SOFR Loans shall convert be deemed to have been converted to Base Rate Loans at the end of their respective applicable Interest PeriodsPeriod.

Inability to Determine Rate. If in connection with any request for a Term SOFR BSBY Rate Loan or a BSBY Daily Floating Rate Loan, as applicable or a conversion to or continuation thereof, as applicable, (aA) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (ix) no Successor Rate has been determined in accordance with Section 3.6.2, 2(g)(iii) and the circumstances under clause (x) of Section 3.6.2(a2(g)(iii) or the Scheduled Unavailability Date has occurred (as applicable), ) or (iiy) adequate and reasonable means do not otherwise exist for determining Term SOFR BSBY for any requested Interest Period with respect to a proposed Term SOFR BSBY Rate Loan or in connection with an existing or proposed Base Rate Loan or BSBY Daily Floating Rate Loan, as applicable, or (bB) the Administrative Agent or the Required Lenders determine that for any reason Term SOFR that the BSBY Rate for any requested Interest Period with respect to a proposed Term SOFR BSBY Rate Loan or a BSBY Daily Floating Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such BSBY Rate Loan or BSBY Daily Floating Rate Loan, as applicable, the Administrative Agent will promptly so notify Borrowers the Borrower and Lenderseach Lender. Thereafter, (x1) the obligation of the Lenders to makemake or maintain BSBY Rate Loans or BSBY Daily Floating Rate Loans, maintainas applicable, or to convert Base Rate Loans toto BSBY Rate Loans, Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans BSBY Rate Loans, BSBY Daily Floating Rate Loans, or Interest Periods), and (y2) in the event of a determination described in the preceding sentence with respect to the Term SOFR BSBY component of the Base Rate, the utilization of such the BSBY Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described abovein clause (B) of this Section, until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (I1) Borrowers the Borrower may revoke any pending request for a BorrowingBorrowing of, or conversion to, or continuation of Term SOFR BSBY Rate Loans or BSBY Daily Floating Rate Loans, as applicable (to the extent of the affected Term SOFR Loans BSBY Rate Loans, BSBY Daily Floating Rate Loans, or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans, Loans in the amount specified therein and (II2) any outstanding Term SOFR BSBY Rate Loans and BSBY Daily Floating Rate Loans shall convert be deemed to have been converted to Base Rate Loans immediately at the end of their respective applicable Interest PeriodsPeriod or payment period, as applicable.

Inability to Determine Rate. If in connection with any request for a Term SOFR BSBY Loan or a conversion to or continuation thereof, as applicable, (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (iA) no Successor Rate has been determined in accordance with Section 3.6.23.03(b), and the circumstances under Section 3.6.2(a3.03(b)(i) or the Scheduled Unavailability Date has occurred (as applicable), or (iiB) adequate and reasonable means do not otherwise exist for determining Term SOFR BSBY Rate for any requested Interest Period with respect to a proposed Term SOFR BSBY Loan or in connection with an existing or proposed Base Rate Loan, or (bii) the Administrative Agent or Required Lenders determine that for any reason Term SOFR BSBY Rate for any requested Interest Period with respect to a proposed Term SOFR BSBY Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrowers and Lenders. Thereafter, (x) the obligation of Lenders to make, maintain, or convert Base Rate Loans to, Term SOFR BSBY Loans shall be suspended (to the extent of the affected Term SOFR BSBY Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR BSBY Rate component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by Required Lenders described above, until the Administrative Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (Ii) the Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR BSBY Loans (to the extent of the affected Term SOFR BSBY Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (IIii) any outstanding Term SOFR BSBY Loans shall convert to Base Rate Loans at the end of their respective Interest Periods.

Inability to Determine Rate. If in connection with any request for a Term Eurocurrency RateTerm SOFR Loan or a conversion to or continuation thereof, as applicable, (ai) the Administrative Agent determines that (which A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurocurrency Rate Loan(which determination shall be conclusive absent manifest error) that (iA) no Successor Rate has been determined in accordance with Section 3.6.24.03(b), and the circumstances under Section 3.6.2(a4.03(b) or the Scheduled Unavailability Date has occurred (as applicable), or (iiB) adequate and reasonable means do not otherwise exist for determining Term the Eurocurrency RateTerm SOFR for any requested Interest Period with respect to a proposed Term Eurocurrency RateTerm SOFR Loan or in connection with an existing or proposed Base Rate LoanLoan in each case with respect to clause (i) (A) above, "Impacted Loans"), or (bii) the Administrative Agent or (upon the instruction of theor Required Lenders Lenders) determines determine that for any reason Term the Eurocurrency RateTerm SOFR for any requested Interest Period with respect to a proposed Term Eurocurrency RateTerm SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify Borrowers the Borrower AgentBorrowers and Lenderseach LenderLenders. Thereafter, (x) the obligation of the Lenders to makemake or, maintainmaintain Eurocurrency, or convert Base Rate Loans to, Term SOFR Loans shall be suspended (to the extent of the affected Term Eurocurrency RateTerm SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term Eurocurrency RateTerm SOFR component of the Base Rate, the utilization of such the Eurocurrency Ratesuch component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by Required Lenders described above, until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ithe Borrower Agent(1) Borrowers may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Term Eurocurrency RateTerm SOFR Loans (to the extent of the affected Term Eurocurrency RateTerm SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to a Borrowing of Base Rate Loans at in the end of their respective Interest Periods.amount specified therein. 85 119482860_14 #193013499_v7

Inability to Determine Rate. If in connection with any request for a Term SOFR BSBY Rate Loan or a conversion to or continuation thereof, as applicable, (aA) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (ix) no Successor Rate has been determined in accordance with Section 3.6.2, 2(g)(iii) and the circumstances under clause (x) of Section 3.6.2(a2(g)(iii) or the Scheduled Unavailability Date has occurred (as applicable), ) or (iiy) adequate and reasonable means do not otherwise exist for determining Term SOFR BSBY for any requested Interest Period with respect to a proposed Term SOFR BSBY Rate Loan or in connection with an existing or proposed Base Rate Loan, Loan or (bB) the Administrative Agent or the Required Lenders determine that for any reason Term SOFR that the BSBY Rate for any requested Interest Period with respect to a proposed Term SOFR BSBY Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such BSBY Rate Loan, the Administrative Agent will promptly so notify Borrowers the Borrower and Lenderseach Lender. Thereafter, (x1) the obligation of the Lenders to make, maintain, make or maintain BSBY Rate Loans or to convert Base Rate Loans toto BSBY Rate Loans, Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR BSBY Rate Loans or Interest Periods), and (y2) in the event of a determination described in the preceding sentence with respect to the Term SOFR BSBY component of the Base Rate, the utilization of such the BSBY Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described abovein clause (B) of this Section, until the Administrative Agent upon instruction of the Required Lenders) CHAR2\0000000x0 revokes such notice. Upon receipt of such notice, (I1) Borrowers the Borrower may revoke any pending request for a BorrowingBorrowing of, or conversion to, or continuation of Term SOFR BSBY Rate Loans (to the extent of the affected Term SOFR BSBY Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans, Loans in the amount specified therein and (II2) any outstanding Term SOFR BSBY Rate Loans shall convert be deemed to have been converted to Base Rate Loans at the end of their respective applicable Interest PeriodsPeriod.

Inability to Determine Rate. If The Administrative Agent will promptly notify Parent Borrower and Lenders if, in connection with any request for a Term SOFR Loan or a Borrowing of, conversion to or continuation thereofof a Term SOFR Loan, as applicable, (a) Agent determines (which determination shall be conclusive absent manifest error) that (i) the Administrative Agent determines for any reason that (A) no Term SOFR Successor Rate has been determined in accordance with Section 3.6.23.3(b), and the circumstances under Section 3.6.2(a3.3(b)(i) or the Term SOFR Scheduled Unavailability Date has occurred (as applicable), or (iiB) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested the applicable Loan or Interest Period (including with respect to a proposed Term SOFR Loan or in connection with an existing or proposed calculation of the Base Rate Loan, Rate); or (bii) the Administrative Agent or Required Lenders determine that for any reason that Term SOFR for any requested the Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such or maintaining the Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x) the obligation of Lenders Lenders’ obligations to make, maintain, make or convert Base Rate Loans to, Term SOFR Loans shall be suspended (to the extent of the maintain affected Term SOFR Loans or Interest Periods), and (y) in the event utilization of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component (if affected) in determining the Base Rate shall be suspended, in each case suspended until the Administrative Agent determines (or, in the case of a determination or is instructed by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such to withdraw the notice. Upon receipt of such notice, (I) Borrowers Parent Borrower may revoke any pending request for a Borrowing, conversion or continuation of a Loan bearing interest based on Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into submitted a request for a Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to Base Rate Loans at the end of their respective Interest PeriodsLoan.

Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion of Base Rate Loans to Term SOFR Loans or a continuation thereofof any of such Loans, as applicable, (ax) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (iA) no Successor Rate has been determined in accordance with Section 3.6.22(g)(iii), and the circumstances under clause (x) of Section 3.6.2(a2(g)(iii) or the Scheduled Unavailability Date has occurred (as applicable)occurred, or (iiB) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in CHAR1\1994581v1 connection with an existing or proposed Base Rate Loan, or (by) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Borrower and Lenderseach Lender. Thereafter, (x) the obligation of the Lenders to make, maintainmake or maintain Term SOFR Loans, or to convert Base Rate Loans to, to Term SOFR Loans Loans, shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of such the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described abovein clause (y) of this Section 2(g)(ii), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ix) Borrowers the Borrower may revoke any pending request for a BorrowingBorrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans, Loans in the amount specified therein and (IIy) any outstanding Term SOFR Loans shall convert be deemed to have been converted to Base Rate Loans at the end of their respective applicable Interest PeriodsPeriod.