Common use of Inability to Determine Rates; Illegality Clause in Contracts

Inability to Determine Rates; Illegality. (a) If the Administrative Agent determines (which determination shall be conclusive absent manifest error) in connection with any request for a Loan that (a) adequate and reasonable means do not exist for determining Adjusted Term SOFR or (b) Adjusted Term SOFR (or such replacement convention) with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Loans at an interest rate based on Adjusted Term SOFR (or such replacement convention) shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice and during such time, all such outstanding Loans shall bear interest at the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing). Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of Loans bearing interest at Adjusted Term SOFR (or such replacement convention) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Loans bearing interest at the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing) in the amount specified therein. (b) If any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted in writing that it is unlawful, for any Lender or its applicable Lending Office to perform any of its obligations hereunder or make, maintain, fund or charge interest with respect to any Loan, or to determine or charge interest rates, in each case, based upon Adjusted Term SOFR, or to give effect to its obligations as contemplated hereby with respect to such Loan, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Loan or continue Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Until such circumstances giving rise to the determination no longer exist, as set forth in a written notice provided by such Lender to the Administrative Agent and the Borrower, all outstanding Loans of such Lender and Loans thereafter made by such Lender shall bear interest at the Base Rate plus Applicable Rate plus 2.00% per annum (or at the Default Rate if an Event of Default has occurred that is continuing) in the amount specified therein.

Inability to Determine Rates; Illegality. (aA) If Subject to clauses (B), (C), (D), (E) and (F) of this Section 2.18, if prior to the commencement of any Interest Accrual Period: (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) in connection with any request for a Loan that (a) adequate and reasonable means do not exist for determining Adjusted Term SOFR ascertaining the applicable Benchmark (including because any screen rate necessary to determine such rate is not available or (b) Adjusted Term SOFR published on a current basis), for such Interest Accrual Period (or for such replacement convention) day); provided that no Benchmark Transition Event shall have occurred at such time with respect to a proposed Loan does such Benchmark; or (ii) the Administrative Agent is advised by any Lender(s) that the applicable Benchmark for such Interest Accrual Period (or for such day) will not adequately and fairly reflect the cost to such Lenders (or Lender) of funding making or maintaining their Advance(s) for such LoanInterest Accrual Period (or for such day); provided that no Lender shall make such determination unless such Lender is generally making similar determinations upon, or otherwise similarly enforcing its agreements with, companies of substantially the same industry as the Borrower; and provided further that no Lender shall have any obligation to disclose confidential information about any other borrowers; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or electronic mail as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, the interest rate applicable to Advances that would otherwise be funded or maintained based on the applicable Benchmark shall be the Base Rate. (B) Notwithstanding anything to the contrary herein or in any other Transaction Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Transaction Document in respect of any Benchmark setting at or after 5:00 P.M. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from the Majority Lenders. (C) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right (in consultation with the Borrower) to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. (D) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (E) below and (v) the commencement or conclusion of any Benchmark Unavailability Period; provided that any failure by the Administrative Agent to so notify the Borrower and each Lenderand/or any Lender shall not affect the Administrative Agent’s right to take or refrain from taking any action permitted under this Section 2.18. ThereafterAny determination, the obligation of the Lenders to make decision or maintain Loans at an interest rate based on Adjusted Term SOFR (or such replacement convention) shall election that may be suspended until made by the Administrative Agent or, if applicable, any Lender (upon the instruction or group of Lenders) pursuant to this Section 2.18, including any determination with respect to a tenor, rate or adjustment or of the Required Lenders) revokes such notice occurrence or non-occurrence of an event, circumstance or date and during such time, all such outstanding Loans shall bear interest at the Base Rate plus the Applicable Rate (any decision to take or at the Default Rate if an Event of Default has occurred that is continuing). Upon receipt of such notice, the Borrower may revoke refrain from taking any pending request for a Borrowing of Loans bearing interest at Adjusted Term SOFR (action or such replacement convention) or, failing thatany selection, will be deemed conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to have converted such request into a request for a Borrowing of Loans bearing interest at the Base Rate plus the Applicable Rate (this Agreement or at the Default Rate if an Event of Default has occurred that is continuing) in the amount specified therein. (b) If any Lender reasonably determines that any Law has made it unlawfulother Transaction Document, or that any Governmental Authority has asserted in writing that it is unlawful, for any Lender or its applicable Lending Office to perform any of its obligations hereunder or make, maintain, fund or charge interest with respect to any Loan, or to determine or charge interest ratesexcept, in each case, as expressly required pursuant to this Section 2.18. (E) Notwithstanding anything to the contrary herein or in any other Transaction Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR) and either (a) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion (in consultation with the Borrower) or (b) the regulatory supervisor for the administrator of such Xxxxxxxxx has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent (in consultation with the Borrower) may modify the definition of “Interest Accrual Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (a) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (b) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent (in consultation with the Borrower) may modify the definition of “Interest Accrual Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (F) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, any Advance that would otherwise be funded or maintained based on the relevant Benchmark shall during such Benchmark Unavailability Period instead be funded or maintained based on the Base Rate. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon Adjusted Term SOFRthe then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate. (G) If any Lender determines that requirement of Law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for such Lender to give effect to its obligations as contemplated hereby make or maintain Advances with respect to such Loanwhich the Cost of Funds is based on the Benchmark as contemplated hereunder, then, on notice thereof by such Lender to (i) the Borrower through the Administrative Agent, any obligation of such the related Non-Conduit Lender hereunder to issue, make, maintain, fund or charge interest make an Advance with respect to which the Cost of Funds is based on the Benchmark shall be suspended forthwith and (ii) the Cost of Funds with respect to any outstanding Advances shall, if necessary to avoid such Loan illegality, automatically be converted to the Base Rate on the last day of the then current Interest Accrual Period or continue Loans shall be suspended within such earlier period as required by Law, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Until The Borrower hereby agrees to promptly pay to each Lender, upon demand, any additional amounts necessary to compensate such circumstances giving rise to the determination no longer existLender for any reasonable and documented costs incurred by such Lender in making any conversion in accordance with this Agreement, as set forth in a written notice provided including, without limitation, any interest or fees payable by such Lender to lenders of funds obtained by it in order to make or maintain the Administrative Agent and Advances hereunder. Such Lender’s notice of such costs, as certified to the Borrower, all outstanding Loans shall be conclusive absent manifest error. (H) For the avoidance of doubt, the Paying Agent shall not be under any obligation (i) to monitor, determine or verify or make any decisions regarding the unavailability or cessation of any Benchmark, or whether or when there has occurred a Benchmark Transition Event or Benchmark Unavailability Period, or to give notice to any other party under any Transaction Document of any of the foregoing, (ii) to select, determine or designate any Benchmark Replacement, or whether any conditions to the designation of such Lender and Loans thereafter a rate have been satisfied, (iii) to select, determine or designate any Benchmark Replacement or other modifier to any replacement or successor index, or (iv) to determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing. The Paying Agent shall not be liable for (i) any determination, decision or election made by any party hereto in connection with the Benchmark or the Benchmark Replacement, or (ii) any inability, failure or delay on its part to perform any of its duties set forth in this Agreement as a result of the unavailability of any Benchmark or Benchmark Replacement and absence of a designated successor or replacement benchmark index, including as a result of any inability, delay, error or inaccuracy on the part of any other party to any Transaction Document, including, without limitation, the Administrative Agent, in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement and reasonably required for the performance of such Lender shall bear interest at the Base Rate plus Applicable Rate plus 2.00% per annum (or at the Default Rate if an Event of Default has occurred that is continuing) in the amount specified thereinduties.

Inability to Determine Rates; Illegality. (a) If In the event that any Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the Administrative Agent determines (which determination shall be conclusive absent manifest erroracting at the direction of the Required Lenders)): (i) in connection with on any request for a Loan that (a) Interest Determination Date that, by reason of any changes arising after the date of this Agreement, adequate and reasonable fair means do not exist for determining ascertaining the applicable interest rate on the basis provided for in the definition of Adjusted Term SOFR; or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any SOFR or Loan because of (x) any Change in Law including: (A) any such change subjecting any Recipient to any Taxes (other than (i) Indemnified Taxes, (ii) Taxes described in clauses (b) Adjusted Term SOFR through (d) of the definition of Excluded Taxes, and (iii) Connection Income Taxes) or such replacement convention(B) a change in official reserve requirements (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to a proposed eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)) and/or (y) other circumstances arising since the Closing Date affecting such Lender (including that Adjusted Term SOFR with respect to such SOFR Loan does not adequately and or otherwise fairly reflect the cost to such Lenders Lender of funding such SOFR Loan); or (iii) at any time, that the Administrative Agent will promptly so notify the Borrower making or continuance of any SOFR Loan has been made (x) unlawful by any law or governmental rule, regulation or order or (y) impossible by compliance by any Lender in good faith with any governmental request (whether or not having force of law); then, and each Lender. Thereafterin any such event, the obligation of the Lenders to make or maintain Loans at an interest rate based on Adjusted Term SOFR such Lender (or such replacement convention) shall be suspended until the Administrative Agent (upon acting at the instruction direction of the Required Lenders), in the case of clause (i) revokes above) shall promptly give notice (by telephone promptly confirmed in writing) to the Borrower and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice and during such time, all such outstanding Loans the Administrative Agent shall bear interest at promptly transmit to each of the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuingother Lenders). Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of Loans bearing interest at Adjusted Term SOFR Thereafter (or such replacement convention) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Loans bearing interest at the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuingx) in the amount specified therein. case of clause (bi) If any Lender reasonably determines that any Law has made it unlawfulabove, or that any Governmental Authority has asserted in writing that it is unlawful, for any Lender or its applicable Lending Office to perform any of its obligations hereunder or make, maintain, fund or charge interest with respect to any Loan, or to determine or charge interest rates, in each case, based upon Adjusted Term SOFR, or to give effect to its obligations as contemplated hereby with respect to such Loan, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Loan or continue SOFR Loans shall no longer be available (and Base Rate Loans shall be suspended determined without regard to clause (c) of the definition thereof) until such Lender notifies time as the Administrative Agent notifies the Borrower and the Borrower Lenders that the circumstances giving rise to such determination no longer exist. Until such circumstances giving rise to notice by the determination Administrative Agent no longer exist, and any Loan Notice given by the Borrower with respect to SOFR Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the Borrower, (y) in the case of clause (ii) above, the Borrower agrees to pay to such Lender, upon such Xxxxxx’s written request therefor, such additional amounts (in the form of an increased rate of , or a different method of calculating, interest or otherwise as set forth such Lender in its sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice provided as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender shall, absent manifest error, be final and conclusive and binding on all the parties hereto) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 3.03(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any SOFR Loan is affected by the circumstances described in Section 3.03(a)(ii), the Borrower may, and in the case of a SOFR Loan affected by the circumstances described in Section 3.03(a)(iii), the Borrower shall, either (x) if the affected SOFR Loan is then being made initially or pursuant to a conversion, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that the Borrower was notified by the affected Lender or the Administrative Agent pursuant to Section 3.03(a)(ii) or (iii) or (y) in the case of a SOFR Loan if the affected SOFR Loan is then outstanding, upon at least 3 Business Days’ written notice to the Administrative Agent Agent, require the affected Lender to convert such SOFR Loan into a Base Rate Loan (which Base Rate Loan shall be determined without regard to clause (c) of the definition thereof), provided that, if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 3.03(b). (c) If any Lender determines that after the Closing Date that any Change in Law concerning capital adequacy or liquidity will have the effect of increasing the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender based on the existence of such Xxxxxx’s Term Loan Commitments hereunder or its obligations hereunder, then the Borrower agrees to pay to such Lender, upon its written demand therefor, such additional amounts as shall be required to compensate such Lender or such other corporation for the increased cost or liquidity to such Lender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. In determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Lender’s determination of compensation owing under this Section 3.03(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 3.03(c), will give prompt written notice thereof to the Borrower, all outstanding Loans which notice shall show in reasonable detail the basis for calculation of such Lender and Loans thereafter made by such Lender shall bear interest at the Base Rate plus Applicable Rate plus 2.00% per annum (or at the Default Rate if an Event of Default has occurred that is continuing) in the amount specified thereinadditional amounts.

Inability to Determine Rates; Illegality. (a) If Subject to Section 2.13, if: the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that (A) by reason of circumstances affecting the London or other applicable offshore interbank market for the applicable Currency, the applicable Interest Rate cannot be determined pursuant to the definition thereof, including because the screen rate for the applicable Currency is not available or published on a current basis or (B) a fundamental change has occurred in the foreign exchange or interbank markets with respect to any Agreed Foreign Currency (including changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls), or the Required Lenders determine that for any reason in connection with any request for a Loan or a conversion thereto or a continuation thereof that (aA) adequate deposits in the applicable Currency are not being offered to banks in the London or other applicable offshore interbank market for the applicable Currency, amount and reasonable means do not exist for determining Adjusted Term SOFR Interest Period of such Loan, or (bB) Adjusted Term SOFR (the Interest Rate for any requested Currency or such replacement convention) Interest Period with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, and, in each case, the Required Lenders have provided notice of such determination to the Administrative Agent, the Administrative Agent will promptly so notify the Borrower and each Lender, as applicable. Thereafter, the obligation of the Lenders to make or maintain Loans at an interest rate based on Adjusted Term SOFR (or in each such replacement convention) Currency shall be suspended (to the extent of the affected Loans or Interest Periods) until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice and during such time, all such outstanding Loans shall bear interest at the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing)notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Loans bearing interest at Adjusted Term SOFR in each such affected Currency (to the extent of the affected Loans or such replacement conventionInterest Periods) or, failing that, will (A) then such request shall be ineffective and (B) any outstanding affected Loans, at the Borrower’s election, shall either (1) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Agreed Foreign Currency) at the end of the Interest Period, if applicable or (2) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the earlier of (x) the date that is three Business Days after receipt by the Borrower of such notice and (y) the last day of the current Interest Period for the applicable Loan, the Borrower shall be deemed to have converted elected clause (1) above. Upon any such request into a request for a Borrowing of Loans bearing prepayment or conversion, the Borrower shall also pay accrued interest at the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing) in on the amount specified thereinso prepaid or converted, together with any additional amounts required pursuant to Section 2.15. (b) If any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted in writing that it is unlawful, for any Lender or its applicable Lending Office to perform any of its obligations hereunder or make, maintain, fund or charge interest with respect to any Loan, or to determine or charge interest rates, in each case, based upon Adjusted Term SOFR, or to give effect to its obligations as contemplated hereby with respect to such Loan, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Loan or continue Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Until such circumstances giving rise to the determination no longer exist, as set forth in a written notice provided by such Lender to the Administrative Agent and the Borrower, all outstanding Loans of such Lender and Loans thereafter made by such Lender shall bear interest at the Base Rate plus Applicable Rate plus 2.00% per annum (or at the Default Rate if an Event of Default has occurred that is continuing) in the amount specified therein.

Inability to Determine Rates; Illegality. (a) If Subject to Section 2.19, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Daily Simple SOFR” cannot be determined in connection accordance with the terms of this Agreement or “Term Benchmark” cannot be determined in accordance with the terms of this Agreement on or prior to the first day of any request for a Loan that (a) adequate and reasonable means do not exist for determining Adjusted Term SOFR or (b) Adjusted Term SOFR (or such replacement convention) with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders of funding such LoanInterest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. ThereafterUpon notice thereof by the Agent to the Borrower, the any obligation of the Lenders to make or maintain continue Term Benchmark Loans at an interest rate based on Adjusted or to convert Base Rate Loans to Term SOFR (or such replacement convention) Benchmark Loans shall be suspended (to the extent of the affected Term Benchmark Loans or, in the case of a Term Benchmark Borrowing, the affected Interest Periods) until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice and during such time, all such outstanding Loans shall bear interest at the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing)notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Term Benchmark Loans bearing interest at Adjusted (to the extent of the affected Term SOFR (or such replacement conventionBenchmark Loans or, in the case of a Term Benchmark Borrowing, the affected Interest Periods) or, failing that, in the case of any request for an affected Term Benchmark Borrowing, then such request shall be ineffective and (ii) any outstanding affected Term Benchmark Loans will be deemed to have been converted such request into a request for a Borrowing of Loans bearing interest at the Base Rate plus Loans. Upon any such conversion, the Applicable Borrower shall also pay any additional amounts required pursuant to Section 2.15. If the Agent determines (which determination shall be conclusive and binding absent manifest error) that “Daily Simple SOFR” cannot be determined in accordance with the terms of this Agreement or “Term Benchmark” cannot be determined in accordance with the terms of this Agreement, in each case on any given day, the interest rate on Base Rate Loans shall be determined by the Agent without reference to clause (or at c) of the Default Rate if an Event definition of Default has occurred that is continuing) in “Base Rate” until the amount specified thereinAgent revokes such determination. (b) If any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted in writing that it is unlawful, for any Lender or its applicable Lending Office lending office to perform any of its obligations hereunder or make, maintain, maintain or fund or charge Loans whose interest with respect is determined by reference to any LoanTerm Benchmark or Daily Simple SOFR, or to determine or charge interest rates, in each case, rates based upon Adjusted any Term Benchmark or Daily Simple SOFR, or to give effect to its obligations as contemplated hereby with respect to such Loan, then, on upon notice thereof by such Lender to the Borrower (through the Administrative Agent), (a) any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Loan make or continue Term Benchmark Loans or to convert Base Rate Loans to Term Benchmark Loans shall be suspended suspended, and (b) the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Agent without reference to clause (c) of the definition of “Base Rate”, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Until Upon receipt of such circumstances giving rise notice, (i) the Borrower shall, upon demand from such Lender (with a copy to the determination no longer existAgent), as set forth in a written notice provided by such Lender to the Administrative Agent and the Borrowerprepay or, if applicable, convert all outstanding Term Benchmark Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Agent without reference to clause (c) of the definition of “Base Rate”), on the Interest Payment Date therefor, if such Lender may lawfully continue to maintain such Term Benchmark Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Term Benchmark Loans and Loans thereafter made (ii) if necessary to avoid such illegality, the Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to clause (c) of the definition of “Base Rate” until the Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon Daily Simple SOFR or any Term Benchmark. Upon any such prepayment or conversion, the Borrower shall bear interest at the Base Rate plus Applicable Rate plus 2.00% per annum (or at the Default Rate if an Event of Default has occurred that is continuing) in the amount specified thereinalso pay any additional amounts required pursuant to Section 2.15.

Inability to Determine Rates; Illegality. (a) If Subject to Section 2.12, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term Benchmark” cannot be determined in connection accordance with the terms of this Agreement on or prior to the first day of any request for a Loan that (a) adequate and reasonable means do not exist for determining Adjusted Term SOFR or (b) Adjusted Term SOFR (or such replacement convention) with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders of funding such LoanInterest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. ThereafterUpon notice thereof by the Administrative Agent to the Borrower, the any obligation of the Lenders to make or maintain continue Term Benchmark Loans at an interest rate based on Adjusted or to convert ABR Loans to Term SOFR (or such replacement convention) Benchmark Loans shall be suspended (to the extent of the affected Term Benchmark Loans or, in the case of a Term Benchmark Borrowing, the affected Interest Periods) until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice and during such time, all such outstanding Loans shall bear interest at the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing)notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Term Benchmark Loans bearing interest at Adjusted (to the extent of the affected Term SOFR (or such replacement conventionBenchmark Loans or, in the case of a Term Benchmark Borrowing, the affected Interest Periods) or, failing that, in the case of any request for an affected Term Benchmark Borrowing, then such request shall be ineffective, and (ii) any outstanding affected Term Benchmark Loans denominated in U.S. Dollars will be deemed converted into, at the Borrower’s option, either (x) ABR Loans or (y) to have converted such request into a request for a Borrowing of the extent available, Loans bearing interest at the Base Rate plus Daily Simple SOFR (it being understood and agreed that the Applicable Rate SOFR Adjustment shall apply in connection with such use of Daily Simple SOFR). Absent any such election by Xxxxxxxx, the affected Term Benchmark Loans will deemed to have been converted into ABR Loans. Upon any such conversion, the Borrower shall also pay any additional amounts required pursuant to Section 2.11. If the Administrative Agent determines (or at which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined in accordance with the Default Rate if an Event terms of Default has occurred that is continuingthis Agreement, in each case on any given day, the interest rate on ABR Loans shall be determined by the Administrative Agent without reference to clause (c) in of the amount specified thereindefinition of “ABR” until the Administrative Agent revokes such determination. (b) If any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted in writing that it is unlawful, for any Lender or its applicable Lending Office lending office to perform any of its obligations hereunder or make, maintain, maintain or fund or charge Loans whose interest with respect is determined by reference to any Loan, Term Benchmark or to determine or charge interest rates, in each case, rates based upon Adjusted any Term SOFR, or to give effect to its obligations as contemplated hereby with respect to such LoanBenchmark, then, on upon notice thereof by such Lender to the Borrower (through the Administrative Agent), (a) any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Loan make or continue Term Benchmark Loans or to convert ABR Loans to Term Benchmark Loans shall be suspended suspended, and (b) the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR”, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Until Upon receipt of such circumstances giving rise notice, (i) the Borrower shall, if necessary to the determination no longer existavoid such illegality, as set forth in a written notice provided by upon demand from such Lender (with a copy to the Administrative Agent and the BorrowerAgent), if applicable, convert all outstanding Term Benchmark Loans of such Lender and to ABR Loans thereafter made by (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR”), on the Interest Payment Date therefor, if such Lender may lawfully continue to maintain such Term Benchmark Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Term Benchmark Loans and (ii) if necessary to avoid such illegality, the Administrative Agent shall bear interest at the Base Rate plus Applicable Rate plus 2.00% per annum (or at the Default Rate if an Event of Default has occurred that is continuing) in the amount specified therein.137 LEGAL_US_E # 167910103.1167910103.8

Inability to Determine Rates; Illegality. (a) If Subject to Section 2.22, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) the Administrative Agent reasonably determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, or (ii) the Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that (a) adequate and reasonable means do not exist for determining Adjusted Term SOFR or (b) Adjusted Term SOFR (or such replacement convention) for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding making and maintaining such Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent, the Administrative Agent will promptly so notify the Borrower and each Lender. ThereafterUpon notice thereof by the Administrative Agent to the Borrower, the any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or maintain to convert ABR Loans at an interest rate based on Adjusted Term to SOFR (or such replacement convention) Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (upon with respect to clause (b), at the instruction of the Required Lenders) revokes such notice and during such time, all such outstanding Loans shall bear interest at the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing)notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of SOFR Loans bearing interest at Adjusted Term (to the extent of the affected SOFR (Loans or such replacement conventionaffected 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 ABR Loans bearing interest at the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing) in the amount specified thereintherein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. 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 2.15. Subject to Section 2.22, 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 ABR Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Adjusted Reference Rate” until the Administrative Agent revokes such determination. (b) If any Lender reasonably determines that any Law law has made it unlawful, or that any Governmental Authority has asserted in writing that it is unlawful, for any Lender or its applicable Lending Office lending office to perform any of its obligations hereunder or make, maintainmaintain or fund Loans whose interest is determined by reference to SOFR, fund the Term SOFR Reference Rate or charge interest with respect to any LoanAdjusted Term SOFR, or to determine or charge interest rates, in each case, based upon SOFR, the Term SOFR Reference Rate or Adjusted Term SOFR, or to give effect to its obligations as contemplated hereby with respect to such Loan, then, on upon prompt notice thereof by such Lender to the Administrative Agent and the Borrower through the Administrative Agent(an “Illegality Notice”), (i) any obligation of such Lender the Lenders to issuemake SOFR Loans, makeand any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans, maintain, fund or charge interest with respect to any such Loan or continue Loans shall be suspended suspended, and (ii) the interest rate on which ABR Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Adjusted Reference Rate”, in each case until such each affected Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Until Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such circumstances giving rise illegality, upon demand from any Lender (with a copy to the determination no longer existAdministrative Agent), as set forth prepay or, if applicable, convert all SOFR Loans to ABR Loans (the interest rate on which ABR Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Adjusted Reference Rate”), on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain such SOFR Loans to such day, or immediately, if any Lender may not lawfully continue to maintain such SOFR Loans to such day, in a written notice provided by such Lender to each case until the Administrative Agent and the Borrower, all outstanding Loans of Borrower are advised in writing by each affected Lender that it is no longer illegal for such Lender and Loans thereafter made by to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate or Adjusted Term SOFR. Upon any such Lender prepayment or conversion, the Borrower shall bear also pay accrued interest at the Base Rate plus Applicable Rate plus 2.00% per annum (or at the Default Rate if an Event of Default has occurred that is continuing) in on the amount specified thereinso prepaid or converted, together with any additional amounts required pursuant to Section 2.15.

Inability to Determine Rates; Illegality. (a) If Subject to Section 5.5, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) in connection with any request for a Loan that (a) adequate and reasonable means do not exist for determining Adjusted Term SOFR cannot be determined in accordance with the terms of this Agreement on or (b) Adjusted Term SOFR (or such replacement convention) with respect prior to a proposed Loan does not adequately and fairly reflect the cost to such Lenders first day of funding such Loanany Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. ThereafterUpon notice thereof by the Agent to the Borrower, the any obligation of the Lenders to make or maintain Loans at an interest rate based on Adjusted continue Term SOFR (Loans or such replacement convention) to convert Base Rate Loans to Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or, in the case of a Term SOFR Borrowing, the affected Interest Periods) until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice and during such time, all such outstanding Loans shall bear interest at the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing)notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Loans bearing interest at Adjusted Term SOFR Loans (or such replacement conventionto the extent of the affected Term SOFR Loans or, in the case of a Term SOFR Borrowing, the affected Interest Periods) or, failing that, in the case of any request for an affected Term SOFR Borrowing, then such request shall be ineffective and (ii) any outstanding affected Term SOFR Loans will be deemed to have been converted such request into a request for a Borrowing of Loans bearing interest at the Base Rate plus Loans. Upon any such conversion, the Applicable Borrower shall also pay any additional amounts required pursuant to Section 5.4. If the Agent determines that Term SOFR cannot be determined in accordance with the terms of this Agreement, in each case on any given day, the interest rate on Base Rate Loans shall be determined by the Agent without reference to clause (or at c) of the Default Rate if an Event definition of Default has occurred that is continuing) in “Base Rate” until the amount specified thereinAgent revokes such determination. (b) If as a result of any Change in Law occurring after the later of the Restatement Effective Date or the date that a Lender reasonably determines that any Law became a party to this Agreement, has made it unlawful, or that any central bank or other Governmental Authority has asserted in writing after such date that it is unlawful, for any such Lender or its applicable Lending Office lending office to perform any of its obligations hereunder or make, maintain, fund or charge interest with respect to any Loan, or to determine or charge interest rates, in each case, based upon Adjusted make Term SOFR, or to give effect to its obligations as contemplated hereby with respect to such LoanSOFR Loans, then, on notice thereof by such that Lender to the Borrower through the Administrative Agent, any obligation of such that Lender to issue, make, maintain, fund or charge interest with respect to any such Loan or continue make Term SOFR Loans shall be suspended until such Lender that Xxxxxx notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Until . (c) If a Lender determines that, as a result of a Change in Law occurring after the later of the Restatement Effective Date and the date such circumstances giving rise Lender became a party hereto, it is unlawful to maintain any Term SOFR Loan, the Borrower shall, upon its receipt of notice of such fact and demand from such Lender (with a copy to the determination no longer existAgent), as set forth prepay in a written notice provided by full such Lender to the Administrative Agent and the Borrower, all outstanding Term SOFR Loans of that Lender then outstanding, together with interest accrued thereon and amounts required under Section 5.4, either on the last day of the Interest Period, if that Lender may lawfully continue to maintain such Term SOFR Loans to such day, or immediately, if that Lender and Loans thereafter made by may not lawfully continue to maintain such Lender Term SOFR Loans. If the Borrower is required to so prepay any Term SOFR Loans, then concurrently with such prepayment, the Borrower shall bear interest at borrow from the Base Rate plus Applicable Rate plus 2.00% per annum (or at the Default Rate if an Event of Default has occurred that is continuing) affected Lender, in the amount specified thereinof such repayment, a Base Rate Loan.

Inability to Determine Rates; Illegality. (a) If Subject to Section 2.13, if:the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that (A) by reason of circumstances affecting the London or other applicable offshore interbank market for the applicable Currency, the applicable Interest Rate cannot be determined pursuant to the definition thereof, including because the screen rate for the applicable Currency is not available or published on a current basis or (B) a fundamental change has occurred in the foreign exchange or interbank markets with respect to any Agreed Foreign Currency (including changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls), orthe Required Lenders determine that for any reason in connection with any request for a Loan or a conversion thereto or a continuation thereof that (aA) adequate deposits in the applicable Currency are not being offered to banks in the London or other applicable offshore interbank market for the applicable Currency, amount and reasonable means do not exist for determining Adjusted Term SOFR Interest Period of such Loan, or (bB) Adjusted Term SOFR (the Interest Rate for any requested Currency or such replacement convention) Interest Period with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, and, in each case, the Required Lenders have provided notice of such determination to the Administrative Agent,the Administrative Agent will promptly so notify the Borrower and each Lender, as applicable. Thereafter, the obligation of the Lenders to make or maintain Loans at an interest rate based on Adjusted Term SOFR (or in each such replacement convention) Currency shall be suspended (to the extent of the affected Loans or Interest Periods) until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice and during such time, all such outstanding Loans shall bear interest at the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing)notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Loans bearing interest at Adjusted Term SOFR in each such affected Currency (to the extent of the affected Loans or such replacement conventionInterest Periods) or, failing that, will (A) then such request shall be ineffective and (B) any outstanding affected Loans, at the Borrower’s election, shall either (1) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Agreed Foreign Currency) at the end of the Interest Period, if applicable or (2) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the earlier of (x) the date that is three Business Days after receipt by the Borrower of such notice and (y) the last day of the current Interest Period for the applicable Loan, the Borrower shall be deemed to have converted elected clause (1) above. Upon any such request into a request for a Borrowing of Loans bearing prepayment or conversion, the Borrower shall also pay accrued interest at the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing) in on the amount specified thereinso prepaid or converted, together with any additional amounts required pursuant to Section 2.15. (b) If any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted in writing that it is unlawful, for any Lender or its applicable Lending Office to perform any of its obligations hereunder or make, maintain, fund or charge interest with respect to any Loan, or to determine or charge interest rates, in each case, based upon Adjusted Term SOFR, or to give effect to its obligations as contemplated hereby with respect to such Loan, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Loan or continue Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Until such circumstances giving rise to the determination no longer exist, as set forth in a written notice provided by such Lender to the Administrative Agent and the Borrower, all outstanding Loans of such Lender and Loans thereafter made by such Lender shall bear interest at the Base Rate plus Applicable Rate plus 2.00% per annum (or at the Default Rate if an Event of Default has occurred that is continuing) in the amount specified therein.

Inability to Determine Rates; Illegality. Anything contained herein to the contrary notwithstanding, if, prior to or upon any determination of LIBOR: (a) If the Administrative Agent determines (Lender determines, which determination shall be conclusive absent manifest error) and binding upon the Borrowers, that quotations of interest rates for the relevant deposits referred to in connection with any request the definition of “LIBOR” are not being provided in the relevant amounts or for a Loan that (a) adequate and reasonable means do not exist the relevant maturities for purposes of determining Adjusted Term SOFR rates of interest for LIBOR Advances as provided herein; or (b) Adjusted Term SOFR (or such replacement convention) with respect Lender determines, which determination shall be conclusive and binding upon the Borrowers, that LIBOR is not likely to a proposed Loan does not adequately and fairly reflect cover the cost to such Lenders Lender of funding such Loan, making or maintaining the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders relevant LIBOR Advances; or (c) Lender notifies Holding that it has become unlawful for Lender to honor its obligations to make or maintain Loans at an interest rate based on Adjusted Term SOFR (or LIBOR Advances hereunder; then Lender shall give Holding notice thereof and, so long as such replacement convention) shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice and during such timecondition remains in effect, all such outstanding Loans Advances of Lender shall bear interest at a rate per annum equal to the Base Rate Prime Commercial Rate, plus the Applicable Margin. 5. Payments of Interest and Principal on the Advances. (a) Interest on the Advances. (i) The Borrowers shall pay to Lender interest on the aggregate outstanding principal amount of the Advances of each Tranche for the period from and including the respective dates of such Advances to but excluding the respective dates such Advances are paid in full, in each case at a rate per annum equal to the applicable Interest Rate. Notwithstanding the foregoing, the Borrowers shall pay to Lender interest at the applicable Post-Default Rate (or at i) on the Default Rate if an Event outstanding principal amount of any Advances during any period when any Forbearance Default has occurred and is continuing and (ii) on any interest or amount (other than principal of any Advance) payable by the Borrowers hereunder or under any applicable Note that shall not be paid in full when due, for the period from and including the due date thereof to but excluding the date the same is continuing)paid in full. Upon receipt of such noticeAccrued and unpaid interest on each Advance shall be payable monthly on each Payment Date and on the Tranche A Termination Date, the Borrower may revoke any pending request for a Borrowing of Loans bearing or Tranche B Termination Date, as applicable, except that interest at Adjusted Term SOFR (or such replacement convention) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Loans bearing interest payable at the Base Rate plus the Applicable Rate (or at the applicable Post-Default Rate if an Event of Default has occurred that is continuingshall accrue daily and shall be payable promptly upon demand. (ii) in the amount specified therein[Reserved] . (b) If any Lender reasonably determines that any Law has made it unlawfulScheduled Principal Payments in Respect of Tranche A Advances and Tranche B Advances, or that any Governmental Authority has asserted Principal Payments. On each Payment Date in writing that it is unlawfulrespect of the Tranche A Advances and the Tranche B Advances, the Borrowers shall pay to Lender, the Minimum Tranche A Payment Amount and the Minimum Tranche B Payment Amount, as applicable, for any Lender or its applicable Lending Office to perform any of its obligations hereunder or make, maintain, fund or charge interest with respect to any Loan, or to determine or charge interest rates, in each case, based upon Adjusted Term SOFR, or to give effect to its obligations as contemplated hereby with respect to such Loan, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Loan or continue Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer existPayment Date. Until such circumstances giving rise to the determination no longer exist, as set forth in a written notice provided by such Lender to the Administrative Agent and the Borrower, all outstanding Loans of such Lender and Loans thereafter made by such Lender shall bear interest at the Base Rate plus Applicable Rate plus 2.00% per annum (or at the Default Rate if an Event of Default has occurred that is continuing) in the amount specified therein.c)

Inability to Determine Rates; Illegality. (a) If If, other than in connection with a Benchmark Transition Event or other event to which Section 3.11 applies, the Administrative Agent determines (Majority Lenders determine in good faith, which determination shall be final, conclusive absent manifest errorand binding on the Borrower, and the Administrative Agent notifies the Borrower that (i) adequate and fair means do not exist for ascertaining Adjusted Term SOFR pursuant to the definition thereof, (ii) the Majority Lenders determine that for any reason in connection with any request for a Loan or a conversion thereto or a rollover thereof that (a) adequate and reasonable means do not exist for determining Adjusted Term SOFR or (b) Adjusted Term SOFR (or such replacement convention) for any requested Interest Period with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders of funding making and maintaining such Loan, or (iii) any change to present law or any future law, regulation, order, treaty or official directive (whether or not having the Administrative Agent will promptly so notify force of law but, if not having the Borrower and each Lender. Thereafterforce of law, the obligation of the Lenders one with which a responsible commercial bank would comply) or any change therein or any interpretation or application thereof by any Official Body has made it unlawful for such Lender to make or maintain Loans at an interest rate based on Adjusted Term SOFR (or such replacement convention) shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice and during such time, all such outstanding Loans shall bear interest at the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing). Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing give effect to its obligations in respect of Loans bearing interest at Adjusted Term SOFR (or such replacement convention) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Loans bearing interest at the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing) in the amount specified therein. (b) If any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted in writing that it is unlawful, for any Lender or its applicable Lending Office to perform any of its obligations hereunder or make, maintain, fund or charge interest with respect to any Loan, or to determine or charge interest rates, in each case, based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, SOFR or to give effect to its obligations Term SOFR as contemplated hereby with respect to such Loanherein, then, on notice thereof by such Lender to (a) the right of the Borrower through the Administrative Agentto obtain any credit in United States dollars by way of Loans, any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Loan or continue Loans shall be suspended until the Majority Lenders determine, acting reasonably, that the circumstances causing such Lender notifies suspension no longer exist and the Administrative Agent so notifies the Borrower; (b) if any credit in United States dollars by way of Loans is not yet outstanding, any applicable Drawdown Notice requesting a drawdown by way of Loan shall be cancelled and the advance requested therein shall not be made; provided the Borrower that may, during the circumstances giving rise to period of such determination no longer exist. Until such circumstances giving rise to suspension issue subsequent Drawdown Notices requesting the determination no longer existextension of credit by way of Base Rate Loans, not Loans, which Base Rate Loans shall bear interest as set forth in clause (c) below; and (c) if any Loan is already outstanding at any time when the right of the Borrower to obtain credit by way of Loans is suspended, it shall be converted on the last day of the Interest Period applicable thereto (or on such earlier date as may be required to comply with any applicable law) to a written notice provided by such Lender Base Rate Loan in the principal amount equal to the Administrative Agent and principal amount of the Borrower, all outstanding Loans of such Lender and Loans thereafter made by such Lender shall bear interest at the Loan. The Margin applicable to any Base Rate plus Applicable Rate plus 2.00% per annum (or at the Default Rate if Loan shall be increased by an Event of Default has occurred that is continuing) in the amount specified thereinadditional 1.00%.

Inability to Determine Rates; Illegality. (a) If Subject to Section 2.19, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) in connection with any request for a Loan that (a) adequate and reasonable means do not exist for determining Adjusted Term SOFR cannot be determined in accordance with the terms of this Agreement on or (b) Adjusted Term SOFR (or such replacement convention) with respect prior to a proposed Loan does not adequately and fairly reflect the cost to such Lenders first day of funding such Loanany Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. ThereafterUpon notice thereof by the Administrative Agent to the Borrower, the any obligation of the Lenders to make or maintain continue Term Benchmark Loans at an interest rate based on Adjusted or to convert Base Rate Loans to Term SOFR (or such replacement convention) Benchmark Loans shall be suspended (to the extent of the affected Term Benchmark Loans or, in the case of a Term Benchmark Borrowing, the affected Interest Periods) until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice and during such time, all such outstanding Loans shall bear interest at the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing)notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Term Benchmark Loans bearing interest at Adjusted (to the extent of the affected Term SOFR (or such replacement conventionBenchmark Loans or, in the case of a Term Benchmark Borrowing, the affected Interest Periods) or, failing that, in the case of any request for an affected Term Benchmark Borrowing, then such request shall be ineffective and (ii) any outstanding affected Term Benchmark Loans will be deemed to have been converted such request into a request for a Borrowing of Loans bearing interest at the Base Rate plus Loans. Upon any such conversion, the Applicable Borrower shall also pay any additional amounts required pursuant to Section 2.15. If the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Term SOFR cannot be determined in accordance with the terms of this Agreement on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (or at c) of the Default Rate if an Event definition of Default has occurred that is continuing) in “Base Rate” until the amount specified thereinAdministrative Agent revokes such determination. (b) If any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted in writing that it is unlawful, for any Lender or its applicable Lending Office lending office to perform any of its obligations hereunder or make, maintain, maintain or fund or charge Loans whose interest with respect is determined by reference to any LoanTerm SOFR, or to determine or charge interest rates, in each case, rates based upon Adjusted Term SOFR, or to give effect to its obligations as contemplated hereby with respect to such Loan, then, on upon notice thereof by such Lender to the Borrower (through the Administrative Agent), (a) any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Loan make or continue Term Benchmark Loans or to convert Base Rate Loans to Term Benchmark Loans shall be suspended suspended, and (b) the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate”, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Until Upon receipt of such circumstances giving rise to notice, (i) the determination no longer existBorrower shall, as set forth in a written notice provided by upon demand from such Lender (with a copy to the Administrative Agent and the BorrowerAgent), prepay or, if applicable, convert all outstanding Term Benchmark Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause(c) of the definition of “Base Rate”), on the Interest Payment Date therefor, if such Lender may lawfully continue to maintain such Term Benchmark Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Term Benchmark Loans and Loans thereafter made (ii) if necessary to avoid such illegality, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon Term SOFR. Upon any such prepayment or conversion, the Borrower shall bear interest at the Base Rate plus Applicable Rate plus 2.00% per annum (or at the Default Rate if an Event of Default has occurred that is continuing) in the amount specified thereinalso pay any additional amounts required pursuant to Section 2.15.

Inability to Determine Rates; Illegality. (ai) If If, on any day during an Interest Period for any Daily SOFR Loan, the Administrative Deal Agent determines (which determination shall be conclusive and binding absent manifest error) in connection with any request for a Loan that Daily Simple SOFR or “SOFR” cannot be determined, then (A) the Deal Agent forshall promptly notify the applicable Benchmark Replacement Date: (1) the sum of: (a) adequate and reasonable means do not exist for determining Adjusted Term SOFR or and (b) Adjusted Term the related Benchmark Replacement Adjustment; (2) the sum of: (a)Lenders and Borrower that Daily Simple SOFR (or such replacement convention) with respect to a proposed Loan does cannot adequately be determined, and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Loans at an interest rate based on Adjusted Term SOFR (or such replacement convention) shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice and during such time, all such outstanding Loans shall bear interest at the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing). Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of Loans bearing interest at Adjusted Term SOFR (or such replacement convention) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Loans bearing interest at the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing) in the amount specified therein. (b) If any Lender reasonably determines the related Benchmark Replacement Adjustment; (3) the sum of: (a) the alternate benchmark rate that any Law has made it unlawful, or that any Governmental Authority has asserted in writing that it is unlawful, for any Lender or its applicable Lending Office to perform any of its obligations hereunder or make, maintain, fund or charge interest with respect to any Loan, or to determine or charge interest rates, in each case, based upon Adjusted Term SOFR, or to give effect to its obligations as contemplated hereby with respect to such Loan, then, on notice thereof been selected by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Loan or continue Loans shall be suspended until such Lender notifies the Administrative Deal Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S. dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment; provided that, in the case of clause (1), the related Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time as selected by the circumstances giving rise to such determination no longer exist. Until such circumstances giving rise Deal Agent in its reasonable discretion; provided further that, notwithstanding anything to the determination no longer existcontrary in this Agreement or in any other Transaction Document, upon the occurrence of a Term SOFR Event, and the delivery of a Term SOFR Notice, on the applicable Benchmark Replacement Date the “Benchmark Replacement” shall revert to and shall be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, as set forth in a written notice provided by such Lender clause (1) of this definition (subject to the Administrative Agent first proviso above). If the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the Borrower, all outstanding Loans of such Lender and Loans thereafter made by such Lender shall bear interest at the Base Rate plus Applicable Rate plus 2.00% per annum (or at the Default Rate if an Event of Default has occurred that is continuing) in the amount specified thereinother Transaction Documents.

Inability to Determine Rates; Illegality. (a1) If Subject to Section 2.14, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term Benchmark” cannot be determined in connection accordance with the terms of this Agreement on or prior to the first day of any request for a Loan that (a) adequate and reasonable means do not exist for determining Adjusted Term SOFR or (b) Adjusted Term SOFR (or such replacement convention) with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders of funding such LoanInterest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. ThereafterUpon notice thereof by the Administrative Agent to the Borrower, the any obligation of the Lenders to make or maintain Loans at an interest rate based on Adjusted continue Term SOFR (Benchmark Advances or such replacement convention) to convert ABR Advances to Xxxx Xxxxxxxxx Advances shall be suspended (to the extent of the affected Term Benchmark Advances or, in the case of a Term Benchmark Borrowing, the affected Interest Periods) until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice and during such time, all such outstanding Loans shall bear interest at the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing)notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Loans bearing interest at Adjusted Term SOFR Benchmark Advances (or such replacement conventionto the extent of the affected Term Benchmark Advances or, in the case of a Term Benchmark Borrowing, the affected Interest Periods) or, failing that, in the case of any request for an affected Term Benchmark Borrowing, then such request shall be ineffective and (ii) any outstanding affected Term Benchmark Advances denominated in U.S. Dollars will be deemed to have been converted into ABR Advances. Upon any such request into a request for a Borrowing of Loans bearing interest at conversion, the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing) in the amount specified thereinBorrower shall also pay any additional amounts required pursuant to Section 8. 01. If the Administrative Agent determines (bwhich determination shall be conclusive and binding absent manifest error) If any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted “Term Benchmark” cannot be determined in writing that it is unlawful, for any Lender or its applicable Lending Office to perform any accordance with the terms of its obligations hereunder or make, maintain, fund or charge interest with respect to any Loan, or to determine or charge interest ratesthis Agreement, in each casecase on any given day, based upon Adjusted Term SOFR, or to give effect to its obligations as contemplated hereby with respect to such Loan, then, the interest rate on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Loan or continue Loans ABR Advances shall be suspended until such Lender notifies determined by the Administrative Agent and without reference to clause (c) of the Borrower that the circumstances giving rise to such determination no longer exist. Until such circumstances giving rise to the determination no longer exist, as set forth in a written notice provided by such Lender to definition of “ABR Rate” until the Administrative Agent and the Borrower, all outstanding Loans of revokes such Lender and Loans thereafter made by such Lender shall bear interest at the Base Rate plus Applicable Rate plus 2.00% per annum (or at the Default Rate if an Event of Default has occurred that is continuing) in the amount specified thereindetermination.

Inability to Determine Rates; Illegality. Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain Eurodollar Loans as contemplated by this Agreement, (a) the commitment of such Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and convert Base Rate Loans to Eurodollar Loans shall forthwith be canceled and (b) such Lender’s Loans then outstanding as Eurodollar Loans, if any, shall be converted automatically to Base Rate Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law. If any such conversion of a Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to Section 2.19. . (a) Subject to Section 2.15, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Daily Simple SOFR” cannot be determined in connection accordance with the terms of this Agreement or “Term Benchmark” cannot be determined in accordance with the terms of this Agreement on or prior to the first day of any request for a Loan that (a) adequate and reasonable means do not exist for determining Adjusted Term SOFR or (b) Adjusted Term SOFR (or such replacement convention) with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders of funding such LoanInterest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. ThereafterUpon notice thereof by the Administrative Agent to the Borrower, the any obligation of the Lenders to make or maintain Loans at an interest rate based on Adjusted continue Term SOFR (Loans or such replacement convention) to convert Base Rate Loans to Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or, in the case of a Term Benchmark Borrowing, the affected Interest Periods) until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice and during such time, all such outstanding Loans shall bear interest at the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing)notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Loans bearing interest at Adjusted Term SOFR Loans (or such replacement conventionto the extent of the affected Term SOFR Loans or, in the case of a Term Benchmark Borrowing, the affected Interest Periods) or, failing that, in the case of any request for an affected Term Benchmark Borrowing, then such request shall be ineffective and (ii) any outstanding affected Term SOFR Loans will be deemed to have been converted such request into a request for a Borrowing of Loans bearing interest at the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing) in the amount specified therein. (b) If Loans. Upon any Lender reasonably determines that any Law has made it unlawfulsuch conversion, or that any Governmental Authority has asserted in writing that it is unlawful, for any Lender or its applicable Lending Office to perform any of its obligations hereunder or make, maintain, fund or charge interest with respect to any Loan, or to determine or charge interest rates, in each case, based upon Adjusted Term SOFR, or to give effect to its obligations as contemplated hereby with respect to such Loan, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, shall also pay any obligation of such Lender additional amounts required pursuant to issue, make, maintain, fund or charge interest with respect to any such Loan or continue Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Until such circumstances giving rise to the determination no longer exist, as set forth in a written notice provided by such Lender to the Administrative Agent and the Borrower, all outstanding Loans of such Lender and Loans thereafter made by such Lender shall bear interest at the Base Rate plus Applicable Rate plus 2.00% per annum (or at the Default Rate if an Event of Default has occurred that is continuing) in the amount specified thereinSection 2.

Inability to Determine Rates; Illegality. (a) If Subject to Section 2.21, if, as of any date: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Daily Simple SOFR” cannot be determined pursuant to the definition thereof, or (ii) the Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that (a) adequate and reasonable means do not exist for determining Adjusted Term Daily Simple SOFR or (b) Adjusted Term SOFR (or such replacement convention) with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders of funding making and maintaining such Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent, the Administrative Agent will promptly so notify the Borrower and each Lender. ThereafterUpon notice thereof by the Administrative Agent to the Borrower, the any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or maintain to convert ABR Loans at an interest rate based on Adjusted Term to SOFR (or such replacement convention) Loans, shall be suspended (to the extent of the affected SOFR Loans) until the Administrative Agent (upon with respect to clause (b), at the instruction of the Required Lenders) revokes such notice and during such time, all such outstanding Loans shall bear interest at the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing)notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of SOFR Loans bearing interest at Adjusted Term (to the extent of the affected SOFR (or such replacement conventionLoans) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans bearing interest at the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing) in the amount specified therein.therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans immediately. 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 2.14. Subject to Section 2.21, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Daily Simple SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination (b) If any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted in writing that it is unlawful, for any Lender or its applicable Lending Office lending office to perform any of its obligations hereunder or make, maintain, maintain or fund Loans whose interest is determined by reference to SOFR or charge interest with respect to any Loanthe Daily Simple SOFR, or to determine or charge interest rates, in each case, based upon Adjusted Term SOFR or the Daily Simple SOFR, or to give effect to its obligations as contemplated hereby with respect to such Loan, then, on upon notice thereof by such Lender to the Borrower (through the Administrative Agent) (an “Illegality Notice”), (a) any obligation of such Lender the Lenders to issuemake SOFR Loans, makeand any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans, maintain, fund or charge interest with respect to any such Loan or continue Loans shall be suspended suspended, and (b) the interest rate on which ABR Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate”, in each case until such each affected Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Until Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such circumstances giving rise illegality, upon demand from any Lender (with a copy to the determination Administrative Agent), prepay or, if applicable, convert all SOFR Loans to ABR Loans (the interest rate on which ABR Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate”), on the Interest Payment Date ttherefor, if all affected Lenders may lawfully continue to maintain such SOFR Loans to such day, or immediately, if any Lender may not lawfully continue to maintain such SOFR Loans to such day, in each case until the Administrative Agent is advised in writing by each affected Lender that it is no longer exist, as set forth in a written notice provided by illegal for such Lender to determine or charge interest rates based upon SOFR or the Administrative Agent and Daily Simple SOFR. Upon any such prepayment or conversion, the Borrower, all outstanding Loans of such Lender and Loans thereafter made by such Lender Borrower shall bear also pay accrued interest at the Base Rate plus Applicable Rate plus 2.00% per annum (or at the Default Rate if an Event of Default has occurred that is continuing) in on the amount specified thereinso prepaid or converted, together with any additional amounts required pursuant to Section 2.14.

Inability to Determine Rates; Illegality. (a) If Subject to Section 5.5, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) in connection with any request for a Loan that (a) adequate and reasonable means do not exist for determining Adjusted Term SOFR cannot be determined in accordance with the terms of this Agreement on or (b) Adjusted Term SOFR (or such replacement convention) with respect prior to a proposed Loan does not adequately and fairly reflect the cost to such Lenders first day of funding such Loanany Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. ThereafterUpon notice thereof by the Agent to the Borrower, the any obligation of the Lenders to make or maintain Loans at an interest rate based on Adjusted continue Term SOFR (Loans or such replacement convention) to convert Base Rate Loans to Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or, in the case of a Term SOFR Borrowing, the affected Interest Periods) until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice and during such time, all such outstanding Loans shall bear interest at the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing)notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Loans bearing interest at Adjusted Term SOFR Loans (or such replacement conventionto the extent of the affected Term SOFR Loans or, in the case of a Term SOFR Borrowing, the affected Interest Periods) or, failing that, in the case of any request for an affected Term SOFR Borrowing, then such request shall be ineffective and (ii) any outstanding affected Term SOFR Loans will be deemed to have been converted such request into a request for a Borrowing of Loans bearing interest at the Base Rate plus Loans. Upon any such conversion, the Applicable Borrower shall also pay any additional amounts required pursuant to Section 5.4. If the Agent determines that Term SOFR cannot be determined in accordance with the terms of this Agreement, in each case on any given day, the interest rate on Base Rate Loans shall be determined by the Agent without reference to clause (or at c) of the Default Rate if an Event definition of Default has occurred that is continuing) in “Base Rate” until the amount specified thereinAgent revokes such determination. (ba) If as a result of any Change in Law occurring after the later of the Agreement Restatement Effective Date or the date that a Lender reasonably determines that any Law became a party to this Agreement, has made it unlawful, or that any central bank or other Governmental Authority has asserted in writing after such date that it is unlawful, for any such Lender or its applicable Lending Office lending office to perform any of its obligations hereunder or make, maintain, fund or charge interest with respect to any Loan, or to determine or charge interest rates, in each case, based upon Adjusted make LIBOR Term SOFR, or to give effect to its obligations as contemplated hereby with respect to such LoanSOFR Loans, then, on notice thereof by such that Lender to the Borrower through the Administrative Agent, any obligation of such that Lender to issue, make, maintain, fund or charge interest with respect to any such Loan or continue make LIBOR Term SOFR Loans shall be suspended until such that Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Until . (b) If a Lender determines that, as a result of a Change in Law occurring after the later of the Agreement Restatement Effective Date and the date such circumstances giving rise Lender became a party hereto, it is unlawful to maintain any LIBOR Term SOFR Loan, the Borrower shall, upon its receipt of notice of such fact and demand from such Lender (with a copy to the determination no longer existAgent), as set forth prepay in a written notice provided by full such Lender to the Administrative Agent and the Borrower, all outstanding LIBOR Term SOFR Loans of that Lender then outstanding, together with interest accrued thereon and amounts required under Section 5.4, either on the last day of the Interest Period, if that Lender may lawfully continue to maintain such LIBOR Term SOFR Loans to such day, or immediately, if that Lender and Loans thereafter made by may not lawfully continue to maintain such Lender LIBOR Term SOFR Loans. If the Borrower is required to so prepay any LIBOR Term SOFR Loans, then concurrently with such prepayment, the Borrower shall bear interest at borrow from the Base Rate plus Applicable Rate plus 2.00% per annum (or at the Default Rate if an Event of Default has occurred that is continuing) affected Lender, in the amount specified thereinof such repayment, a Base Rate Loan.

Inability to Determine Rates; Illegality. (aA) If Subject to Section 2.19, if, on or prior to the first day of any Interest Accrual Period for any SOFR Advance: (i) 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 (ii) the Majority Lenders determine that for any reason in connection with any request for a Loan SOFR Advance or a conversion thereto or a continuation thereof that (a) adequate and reasonable means do not exist for determining Adjusted Term SOFR or (b) Adjusted Term SOFR (or such replacement convention) for any requested Interest Accrual Period with respect to a proposed Loan SOFR Advance does not adequately and fairly reflect the cost to such Lenders of funding making and maintaining such LoanAdvance, and the Majority Lenders have provided notice of such determination to the Administrative Agent, then, in each case, the Administrative Agent will promptly so notify the Borrower and each Lender. ThereafterUpon notice thereof by the Administrative Agent to the Borrower, the any obligation of the Lenders to make SOFR Advances, and any right of the Borrower to continue SOFR Advances or maintain Loans at an interest rate based on Adjusted Term to convert Base Rate Advances to SOFR (or such replacement convention) Advances, shall be suspended (to the extent of the affected SOFR Advances or affected Interest Accrual Periods) until the Administrative Agent (upon with respect to clause (A)(ii), at the instruction of the Required Majority Lenders) revokes such notice and during such time, all such outstanding Loans shall bear interest at the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing)notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Loans bearing interest at Adjusted Term SOFR Advances (to the extent of the affected SOFR Advances or such replacement conventionaffected Interest Accrual Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing borrowing of Loans bearing interest at the or conversion to Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing) Advances in the amount specified thereintherein and (ii) any outstanding affected SOFR Advances will be deemed to have been converted into Base Rate Advances at the end of the applicable Interest Accrual Period. 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 2.11(A). Subject to Section 2.19, 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 Advances shall be determined by the Administrative Agent without reference to clause (iii) of the definition of “Base Rate” until the Administrative Agent revokes such determination. (bB) If any Lender reasonably determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted in writing that it is unlawful, for any Committed Lender or its applicable Lending Office lending office to perform any of its obligations hereunder or make, maintainmaintain or fund Advances whose interest is determined by reference to SOFR, fund the Term SOFR Reference Rate, Adjusted Term SOFR or charge interest with respect to any LoanTerm SOFR, or to determine or charge interest rates, in each case, based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or to give effect to its obligations as contemplated hereby with respect to such Loan, then, on upon notice thereof by such Committed Lender to the Borrower (through the Administrative Agent) (an “Illegality Notice”), (a) any obligation of such Lender the Committed Lenders to issuemake SOFR Advances, makeand any right of the Borrower to continue SOFR Advances or to convert Base Rate Advances to SOFR Advances, maintain, fund or charge interest with respect to any such Loan or continue Loans shall be suspended and (b) the interest rate on which Base Rate Advances shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (iii) of the definition of “Base Rate”, in each case until such each affected Committed Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Until Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such circumstances giving rise to the determination no longer existillegality, as set forth in upon demand from any Committed Lender (with a written notice provided by such Lender copy to the Administrative Agent and the BorrowerAgent), prepay or, if applicable, convert all outstanding Loans of such Lender and Loans thereafter made by such Lender shall bear interest at the SOFR Advances to Base Rate plus Applicable Advances (the interest rate on which Base Rate plus 2.00% per annum Advances shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (iii) of the definition of “Base Rate”), on the last day of the Interest Accrual Period therefor, if all affected Committed Lenders may lawfully continue to maintain such SOFR Advances to such day, or at immediately, if any Committed Lender may not lawfully continue to maintain such SOFR Advances to such day. Upon any such prepayment or conversion, the Default Rate if an Event of Default has occurred that is continuing) in Borrower shall also pay accrued interest on the amount specified thereinso prepaid or converted, together with any additional amounts required pursuant to Section 2.11(A).

Inability to Determine Rates; Illegality. (ai) If If, on any day during an Interest Period for any Daily SOFR Loan, the Administrative Deal Agent determines (which determination shall be conclusive and binding absent manifest error) that Daily Simple SOFR or “SOFR” cannot be determined, then (A) the Deal Agent shall promptly notify the Lenders and Borrower that Daily Simple SOFR cannot be determined, and (B) while such circumstances exist, none of the Lenders or the Deal Agent shall allocate the Daily SOFR Loans made during such period or reallocate the Daily SOFR Loans allocated to any then-existing Interest Period ending during such period, to an Interest Period with respect to which interest is calculated by reference to the Base Rate. (ii) If, with respect to any outstanding Interest Period, a Lender notifies the Deal Agent that for any reason in connection with any request for a Daily SOFR Loan or a conversion thereto or a continuation thereof that (a) adequate and reasonable means do not exist for determining Adjusted Term Daily Simple SOFR or (b) Adjusted Term SOFR (or such replacement convention) “SOFR” for any requested Interest Period with respect to a proposed Daily SOFR Loan does not adequately and fairly reflect the cost to such Lenders Lender of funding such Daily SOFR Loan, then the Administrative Deal Agent will promptly shall forthwith so notify the Borrower and each LenderBorrower. ThereafterUpon notice thereof by the Deal Agent to the Borrower, the any obligation of the Lenders to make or maintain continue Daily SOFR Loans at an interest rate based on Adjusted Term SOFR (or such replacement convention) shall be suspended (to the extent of the affected Daily SOFR Loans and, in the case of a Daily SOFR Loan, the affected Interest Periods) until the Administrative Deal Agent (upon the instruction of the Required Lenders) revokes such notice and during such time, all such outstanding Loans shall bear interest at the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing)notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Daily SOFR Loans bearing interest at Adjusted Term (to the extent of the affected Daily SOFR (or such replacement conventionLoans and, in the case of a Daily SOFR Loans, the affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of Loans bearing interest at the Base Rate plus the Applicable Loan of or conversion to Base Rate (or at the Default Rate if an Event of Default has occurred that is continuing) Loans in the amount specified thereintherein and (ii) any outstanding affected Daily SOFR Loans will be deemed to have been converted into Base Rate Loans immediately or, in the case of Daily SOFR Loans, at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay any additional amounts required pursuant to this Agreement. (biii) If Notwithstanding any Lender reasonably determines other provision of this Agreement, if any of the Lenders shall notify the Deal Agent and the Borrower that such Person has determined that the introduction of or any Law has made change in or in the interpretation of any law or regulation makes it unlawfulunlawful (for the Lenders), or that any central bank or other Governmental Authority has asserted in writing asserts that it is unlawful, for any Lender or its applicable Lending Office the Lenders, to perform any of its obligations hereunder or make, maintain, maintain or fund Daily SOFR Loans whose interest is determined by reference to Daily Simple SOFR or charge interest with respect to any Loan“SOFR”, or to determine or charge interest rates, in each case, rates based upon Adjusted Term Daily Simple SOFR or “SOFR”, or to give effect to its obligations then (x) as contemplated hereby with respect to of the effective date of such Loan, then, on notice thereof by from such Lender to the Borrower through Deal Agent and the Administrative AgentBorrower, any the obligation or ability of such Lender to issue, make, maintain, fund or charge interest with respect to any such its Daily SOFR Loan or continue Loans at the Daily Simple SOFR shall be suspended until such Lender notifies the Administrative Deal Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist. Until exist and (y) the Borrower shall, upon demand from such circumstances giving rise Lender (with a copy to the determination no longer existDeal Agent), as set forth in a written notice provided by such Lender to the Administrative Agent and the Borrowerprepay or, if applicable, convert all outstanding Daily SOFR Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Deal Agent without reference to the Daily Simple SOFR component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Daily SOFR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Daily SOFR Loans and Loans thereafter made (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon Daily Simple SOFR or “SOFR”, the Deal Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Daily Simple SOFR or “SOFR” component thereof until the Deal Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon Daily Simple SOFR or “SOFR”. Promptly after becoming aware thereof, the Deal Agent shall bear interest at give written notice to the Base Rate plus Applicable Rate plus 2.00% per annum Borrower of any changes under subclauses (i) , (ii) or at (iii) of this Section 2.15, provided, that the Default Rate if an Event failure to provide any such notice shall not alter the application of Default has occurred that is continuing) in the amount specified thereinprovisions of this Section 2.15.

Inability to Determine Rates; Illegality. (aA) If Subject to clauses (B), (C), (D), (E) and (F) of this Section 2.18, if prior to the commencement of any Interest Accrual Period: (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) in connection with any request for a Loan that (a) adequate and reasonable means do not exist for determining Adjusted Term SOFR ascertaining the applicable Benchmark (including because any screen rate necessary to determine such rate is not available or (b) Adjusted Term SOFR published on a current basis), for such Interest Accrual Period (or for such replacement convention) day); provided that no Benchmark Transition Event shall have occurred at such time with respect to a proposed Loan does such Benchmark; or (ii) the Administrative Agent is advised by any Lender(s) that the applicable Benchmark for such Interest Accrual Period (or for such day) will not adequately and fairly reflect the cost to such Lenders (or Lender) of funding making or maintaining their Advance(s) for such LoanInterest Accrual Period (or for such day); provided that no Lender shall make such determination unless such Lender is generally making similar determinations upon, or otherwise similarly enforcing its agreements with, companies of substantially the same 109090915.7 -26- industry as the Borrower; and provided further that no Lender shall have any obligation to disclose confidential information about any other borrowers; then the Administrative Agent will promptly so notify shall give notice thereof to the Borrower and each Lender. Thereafter, the obligation of the Lenders to make by telephone or maintain Loans at an interest rate based on Adjusted Term SOFR (or such replacement convention) shall be suspended electronic mail as promptly as practicable thereafter and, until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice and during such time, all such outstanding Loans shall bear interest at the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing). Upon receipt of such notice, notifies the Borrower may revoke any pending request for a Borrowing of Loans bearing interest at Adjusted Term SOFR (or such replacement convention) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Loans bearing interest at the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing) in the amount specified therein. (b) If any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted in writing that it is unlawful, for any Lender or its applicable Lending Office to perform any of its obligations hereunder or make, maintain, fund or charge interest with respect to any Loan, or to determine or charge interest rates, in each case, based upon Adjusted Term SOFR, or to give effect to its obligations as contemplated hereby with respect to such Loan, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Loan or continue Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Lenders that the circumstances giving rise to such determination no longer exist. Until such circumstances giving rise to the determination notice no longer exist, the interest rate applicable to Advances that would otherwise be funded or maintained based on the applicable Benchmark shall be the Base Rate. ▪ (B) Notwithstanding anything to the contrary herein or in any other Transaction Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Transaction Document in respect of any Benchmark setting at or after 5:00 P.M. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document so long as set forth in a written notice provided by such Lender to the Administrative Agent and the Borrowerhas not received, all outstanding Loans of such Lender and Loans thereafter made by such Lender shall bear interest at time, written notice of objection to such Benchmark Replacement from the Base Rate plus Applicable Rate plus 2.00% per annum (or at the Default Rate if an Event of Default has occurred that is continuing) in the amount specified thereinMajority Lenders.

Inability to Determine Rates; Illegality. (a1) If Subject to Section 2.14, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term Benchmark” cannot be determined in connection accordance with the terms of this Agreement on or prior to the first day of any request for a Loan that (a) adequate and reasonable means do not exist for determining Adjusted Term SOFR or (b) Adjusted Term SOFR (or such replacement convention) with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders of funding such LoanInterest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. ThereafterUpon notice thereof by the Administrative Agent to the Borrower, the any obligation of the Lenders to make or maintain Loans at an interest rate based on Adjusted continue Term SOFR (Benchmark Advances or such replacement convention) to convert Base Rate Advances to Term Benchmark Advances shall be suspended (to the extent of the affected Xxxx Xxxxxxxxx Advances or, in the case of a Term Benchmark Borrowing, the affected Interest Periods) until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice and during such time, all such outstanding Loans shall bear interest at the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing)notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Loans bearing interest at Adjusted Term SOFR Benchmark Advances (or such replacement conventionto the extent of the affected Term Benchmark Advances or, in the case of a Term Benchmark Borrowing, the affected Interest Periods) or, failing that, in the case of any request for an affected Term Benchmark Borrowing, then such request shall be ineffective and (ii) any outstanding affected Term Benchmark Advances denominated in U.S. Dollars will be deemed to have been converted such request into a request for a Borrowing of Loans bearing interest at the Base Rate plus Loans. Upon any such conversion, the Applicable Borrower shall also pay any additional amounts required pursuant to Section 8.01. If the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term Benchmark” cannot be determined in accordance with the terms of this Agreement, in each case on any given day, the interest rate on Base Rate Advances shall be determined by the Administrative Agent without reference to clause (or at c) of the Default Rate if an Event definition of Default has occurred that is continuing) in “Base Rate” until the amount specified thereinAdministrative Agent revokes such determination. (b2) If any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted in writing that it is unlawful, for any Lender or its applicable Lending Office lending office to perform any of its obligations hereunder or make, maintain, maintain or fund or charge Advances whose interest with respect is determined by reference to any LoanTerm Benchmark, or to determine or charge interest rates, in each case, rates based upon Adjusted any Term SOFR, or to give effect to its obligations as contemplated hereby with respect to such LoanBenchmark, then, on upon notice thereof by such Lender to the Borrower (through the Administrative Agent), (a) any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Loan make or continue Loans Term Benchmark Advances or to convert Base Rate Advances to Xxxx Xxxxxxxxx Advances shall be suspended suspended, and (b) the interest rate on which Base Rate Advances of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate”, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Until Upon receipt of such circumstances giving rise notice, (i) the Borrower shall, upon demand from such Lender (with a copy to the determination no longer existAdministrative Agent), as set forth prepay or, if applicable, convert all Term Benchmark Advances of such Lender to Base Rate Advances (the interest rate on which Base Rate Advances of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate”), on the interest payment date therefor, if such Lender may lawfully continue to maintain such Term Benchmark Advances to such day, or immediately, if such Lender may not lawfully continue to maintain such Term Benchmark Advances and (ii) if necessary to avoid such illegality, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent is advised in a written notice provided writing by such Lender to the Administrative Agent and the Borrower, all outstanding Loans of that it is no longer illegal for such Lender and Loans thereafter made by such Lender shall bear to determine or charge interest at the Base Rate plus Applicable Rate plus 2.00% per annum (or at the Default Rate if an Event of Default has occurred that is continuing) in the amount specified thereinrates based upon any Term Benchmark.

Inability to Determine Rates; Illegality. (a1) If Subject to Section 2.14, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term Benchmark” cannot be determined in connection accordance with the terms of this Agreement on or prior to the first day of any request for a Loan that (a) adequate and reasonable means do not exist for determining Adjusted Term SOFR or (b) Adjusted Term SOFR (or such replacement convention) with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders of funding such LoanInterest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. ThereafterUpon notice thereof by the Administrative Agent to the Borrower, the any obligation of the Lenders to make or maintain Loans at an interest rate based on Adjusted continue Term SOFR (Benchmark Advances or such replacement convention) to convert Base Rate Advances to Xxxx Xxxxxxxxx Advances shall be suspended (to the extent of the affected Term Benchmark Advances or, in the case of a Term Benchmark Borrowing, the affected Interest Periods) until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice and during such time, all such outstanding Loans shall bear interest at the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing)notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Loans bearing interest at Adjusted Term SOFR Benchmark Advances (or such replacement conventionto the extent of the affected Term Benchmark Advances or, in the case of a Term Benchmark Borrowing, the affected Interest Periods) or, failing that, in the case of any request for an affected Term Benchmark Borrowing, then such request shall be ineffective and (ii) any outstanding affected Term Benchmark Advances denominated in U.S. Dollars will be deemed to have been converted such request into a request for a Borrowing of Loans bearing interest at the Base Rate plus Loans. Upon any such conversion, the Applicable Borrower shall also pay any additional amounts required pursuant to Section 8.01. If the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term Benchmark” cannot be determined in accordance with the terms of this Agreement, in each case on any given day, the interest rate on Base Rate Advances shall be determined by the Administrative Agent without reference to clause (or at c) of the Default Rate if an Event definition of Default has occurred that is continuing) in “Base Rate” until the amount specified thereinAdministrative Agent revokes such determination. (b2) If any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted in writing that it is unlawful, for any Lender or its applicable Lending Office lending office to perform any of its obligations hereunder or make, maintain, maintain or fund or charge Advances whose interest with respect is determined by reference to any LoanTerm Benchmark, or to determine or charge interest rates, in each case, rates based upon Adjusted any Term SOFR, or to give effect to its obligations as contemplated hereby with respect to such LoanBenchmark, then, on upon notice thereof by such Lender to the Borrower (through the Administrative Agent), (a) any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Loan make or continue Loans Term Benchmark Advances or to convert Base Rate Advances to Term Benchmark Advances shall be suspended until suspended, and (b) the interest rate on which Base Rate Advances of such Lender notifies shall, if necessary to avoid such illegality, be determined by the Administrative Agent and the Borrower that the circumstances giving rise without reference to such determination no longer exist. Until such circumstances giving rise to the determination no longer exist, as set forth in a written notice provided by such Lender to the Administrative Agent and the Borrower, all outstanding Loans of such Lender and Loans thereafter made by such Lender shall bear interest at the Base Rate plus Applicable Rate plus 2.00% per annum (or at the Default Rate if an Event of Default has occurred that is continuing) in the amount specified therein.clause

Inability to Determine Rates; Illegality. (a1) If Subject to Section 2.15, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term Benchmark” cannot be determined in connection accordance with the terms of this Agreement on or prior to the first day of any request for a Loan that (a) adequate and reasonable means do not exist for determining Adjusted Term SOFR or (b) Adjusted Term SOFR (or such replacement convention) with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders of funding such LoanInterest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. ThereafterUpon notice thereof by the Administrative Agent to the Borrower, the any obligation of the Lenders to make or maintain Loans at an interest rate based on Adjusted continue Term SOFR (Benchmark Advances or such replacement convention) to convert ABR Advances to Xxxx Xxxxxxxxx Advances shall be suspended (to the extent of the affected Term Benchmark Advances or, in the case of a Term Benchmark Borrowing, the affected Interest Periods) until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice and during such time, all such outstanding Loans shall bear interest at the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing)notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Loans bearing interest at Adjusted Term SOFR Benchmark Advances (or such replacement conventionto the extent of the affected Term Benchmark Advances or, in the case of a Term Benchmark Borrowing, the affected Interest Periods) or, failing that, in the case of any request for an affected Term Benchmark Borrowing, then such request shall be ineffective and (ii) any outstanding affected Term Benchmark Advances denominated in U.S. Dollars will be deemed to have been converted into ABR Advances. Upon any such request into a request for a Borrowing conversion, the Borrower shall also pay any additional amounts required pursuant to Section 8.01. If the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term Benchmark” cannot be determined in accordance with the terms of Loans bearing this Agreement, in each case on any given day, the interest at rate on ABR Advances shall be determined by the Base Rate plus Administrative Agent without reference to clause (c) of the Applicable Rate (or at definition of “ABR Rate” until the Default Rate if an Event of Default has occurred that is continuing) in the amount specified thereinAdministrative Agent revokes such determination. (b2) If any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted in writing that it is unlawful, for any Lender or its applicable Lending Office lending office to perform any of its obligations hereunder or make, maintain, maintain or fund or charge Advances whose interest with respect is determined by reference to any LoanTerm Benchmark, or to determine or charge interest rates, in each case, rates based upon Adjusted any Term SOFR, or to give effect to its obligations as contemplated hereby with respect to such LoanBenchmark, then, on upon notice thereof by such Lender to the Borrower (through the Administrative Agent), (a) any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Loan make or continue Loans Term Benchmark Advances or to convert ABR Advances to Xxxx Xxxxxxxxx Advances shall be suspended suspended, and (b) the interest rate on which ABR Advances of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR Rate”, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Until Upon receipt of such circumstances giving rise notice, (i) the Borrower shall, upon demand from such Lender (with a copy to the determination no longer existAdministrative Agent), as set forth prepay or, if applicable, convert all Term Benchmark Advances of such Lender to ABR Advances (the interest rate on which ABR Advances of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR Rate”), on the interest payment date therefor, if such Lender may lawfully continue to maintain such Term Benchmark Advances to such day, or immediately, if such Lender may not lawfully continue to maintain such Term Benchmark Advances and (ii) if necessary to avoid such illegality, the Administrative Agent shall during the period of such suspension compute the ABR Rate applicable to such Lender without reference to clause (c) of the definition of “ABR Rate” until the Administrative Agent is advised in a written notice provided writing by such Lender to the Administrative Agent and the Borrower, all outstanding Loans of that it is no longer illegal for such Lender and Loans thereafter made by such Lender shall bear to determine or charge interest at the Base Rate plus Applicable Rate plus 2.00% per annum (or at the Default Rate if an Event of Default has occurred that is continuing) in the amount specified thereinrates based upon any Term Benchmark.