Common use of Inability to Determine Rates Clause in Contracts

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”). Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.

Inability to Determine Rates. If If (a) the Majority Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (ai) Dollar deposits are not being offered to banks in the London applicable offshore interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan, (bii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (a) above, “Impacted Loans”) or (cb) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (xi) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, suspended and (yii) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Adjusted Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) Required Lenders revokes such notice. Upon receipt of such notice, the Parent Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (c) of the first sentence of this section, the Administrative Agent, in consultation with the Parent Borrower and the Majority affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or section, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Parent Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Requirement of Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Parent Borrower written notice thereof.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, (a) the Administrative Agent determines that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan, Loan or (bii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to this clause (a), “Impacted Loans”), or (cb) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such the Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)all Lenders. Thereafter, (xi) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, and (yii) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing ofBorrowing, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (c) of this sectionSection 3.03, the Administrative Agent, in consultation with the Borrower and the Majority affected Lenders, may establish an alternative interest rate for the applicable Impacted Loans, in which case, such alternative interest rate of interest shall apply with respect to the such Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or Section 3.03, (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative interest rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability of such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”). Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Majority Lenders notify the Administrative Agent (with, in the case of the Majority Lenders, a copy to Borrower) that the Borrower or Majority Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”); or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Majority Lenders have delivered to the Administrative Agent written notice that such Majority Lenders do not accept such amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of “LIBOR Successor Rate” shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

Inability to Determine Rates. If the Majority Lenders determine that Administrative Agent determines, for any reason proposed Interest Period, that: (i) deposits in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits Dollars are not being offered to banks in the London interbank eurodollar applicable offshore market for the applicable amount and Interest Period of such Eurodollar Rate any SOFR Loan; or (ii) SOFR does not adequately or fairly reflect the cost to the Lenders of funding or maintaining any SOFR Loan, then: (bA) adequate the Administrative Agent shall forthwith notify the Lenders and reasonable means do not exist for determining the Eurodollar Rate for Borrowers; and (B) while such circumstances exist, none of the Lenders shall allocate any requested Loans made during such period, or reallocate any 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 SOFR. If, with respect to any outstanding Interest Period, a proposed Eurodollar Rate Loan Lender notifies the Administrative Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or in connection with an existing maintenance of such Loans or proposed Base Rate Loanthat SOFR applicable to such Loans will not adequately reflect the cost to the Person of funding or maintaining such Loans for such Interest Period, or then: (cx) the Eurodollar Rate for Administrative Agent shall forthwith so notify the Borrowers and the Lenders; and (y) upon such notice and thereafter while such circumstances exist, the applicable Lender shall not make any requested SOFR Loans during such period or reallocate any Loans allocated to any Interest Period ending during such period, to an Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost which interest is calculated by reference to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a)SOFR; provided that, (bI) or (c) aboveif the forgoing notice relates to Loans that are outstanding as SOFR Loans, “Impacted Loans”). Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate such Loans shall be suspendedConverted to Reference Rate Loans only on the last day of the then-current Interest Period, and (yII) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, the Borrower Borrowers may revoke any pending request outstanding Requests for Borrowing. Each Lender shall promptly notify the Borrowers when the circumstances described in this Section 4.3 cease to exist and any Loan converted to a Borrowing of, Reference Rate Loan or not converted to a SOFR Loan shall be converted on the last day of the then-current Interest Period to a SOFR Loan with an Interest Period of the same duration as the Interest Period that was in effect immediately prior to the conversion of such SOFR Loan to a Reference Rate Loan (or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans the duration selected in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (aevent of any Loan that was not converted from a Reference Rate Loan to a SOFR Loan), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, (a) the Administrative Agent determines that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan, Loan or (bii) adequate and reasonable means do not exist for determining (x) the LIBOR Daily Floating Rate or (y) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to this clause (a), “Impacted Loans”), or (cb) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such the Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)all Lenders. Thereafter, (xi) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, and (yii) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing ofBorrowing, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (c) of this sectionSection 3.03, the Administrative Agent, in consultation with the Borrower and the Majority affected Lenders, may establish an alternative interest rate for the applicable Impacted Loans, in which case, such alternative interest rate of interest shall apply with respect to the such Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or Section 3.03, (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative interest rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability of such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If the Majority Lenders determine that for any reason (a) If, in connection with any request for a Eurodollar Rate Loan Loan, or a conversion to or continuation thereof thereof, (i) the Lender determines that (aA) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (bB) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan Loan, or in connection with an existing or proposed Base Rate Loan, or and (cI) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does circumstances described in clause (c)(i) below do not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender apply (in each case with respect to clauses this clause (aa)(i), (b) or (c) above, “Impacted Loans”), then, the Lender will promptly so notify the Borrower. Thereafter, (xA) the obligation of the Lenders Lender to make or maintain Eurodollar Rate Loans shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (yB) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case case, until the Administrative Agent (upon the instruction of the Majority Lenders) Lender revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to to, or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods), or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. . (b) Notwithstanding anything to the contrary in the foregoing, if the Majority Lenders have Lender has made the determination described in clauses clause (a)a)(i) above, (b) or (c) of this section, then the Administrative AgentLender, in consultation with the Borrower and the Majority LendersBorrower, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until until: (1i) the Administrative Agent Lender revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), a)(i) above; (b) or (c) of the first sentence of this section or (2ii) the Administrative Agent or the Majority Lenders notify the Administrative Agent and Lender notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders the Lender of funding the Impacted Loans; or (iii) the Lender determines that any applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Lender or its applicable Lending Office to make, maintain, or fund Loans whose interest is determined by reference to such alternative rate of interest, or to determine or charge interest rates based upon such rate, or any Governmental Authority has imposed material restrictions on the authority of the Lender to do any of the foregoing, and the Lender provides the Borrower with written notice thereof. (c) Notwithstanding anything to the contrary in this Agreement or in any other Loan Documents, but without limiting clauses (a) or (b) above, if the Lender determines (which determination shall be conclusive and binding upon all parties hereto, absent manifest error), or the Borrower notifies the Lender, that the Borrower or Lender, as applicable, has determined (which determination likewise shall be conclusive and binding upon all parties hereto, absent manifest error), that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having, or purporting to have, jurisdiction over the Lender has made a public statement identifying a specific date after which LIBOR, or the LIBOR Screen Rate, shall no longer be made available, or used for determining the interest rate of loans, provided, that, at the time of such statement, there is no successor administrator that is satisfactory to the Lender that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.03, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, reasonably promptly after such determination by the Lender, or receipt by the Lender of such notice, as applicable, the Lender and the Borrower may amend this Agreement to replace LIBOR with (A) one (1) or more SOFR-Based Rates, or (B) another alternate benchmark rate giving due consideration to any evolving, or then existing, convention for U.S. dollar denominated syndicated credit facilities for such alternative benchmark, and, in each case of the foregoing clauses (c)(A) and (c)(B), including any mathematical or other adjustments to such benchmark, giving due consideration to any evolving, or then existing, convention for U.S. dollar denominated syndicated credit facilities for such benchmarks, which adjustment, or method for calculating such adjustment, shall be published on an information service, as selected by the Lender from time to time in its reasonable discretion, and may be periodically updated (such adjustment, the “Adjustment”; and any such proposed rate, a “LIBOR Successor Rate”). Any such amendment shall become effective at 5:00 p.m. on the date that is five (5) Business Days after the date on which the Lender shall have posted such proposed amendment to the Borrower. (d) If no LIBOR Successor Rate has been determined and the circumstances under clause (c)(i) above exist, or the Scheduled Unavailability Date has occurred, as applicable, the Lender will promptly so notify the Borrower. Thereafter: (i) the obligation of the Lender to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods); and (ii) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods), or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (d)(ii)) in the amount specified therein. (e) Notwithstanding anything else to the contrary herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement. (f) In connection with the implementation of a LIBOR Successor Rate, the Lender will have the right to make LIBOR Successor Rate Conforming Changes from time to time, and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (a) the Administrative Agent determines that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (bii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Committed Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (a) above, “Impacted Loans”), or (cb) the Administrative Agent or the Required Lenders determine for any reason that the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Committed Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will so notify the Borrower, by telephone or facsimile as promptly as practicable thereafter and will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Administrative Agent or the Required Lenders, depending on who made the determination) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (ca)(i) of this sectionSection, the Administrative Agent, in consultation with the Borrower and the Majority affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (unless the Borrower elects to maintain the Impacted Loans as Base Rate Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or Section, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) as to any Lender, such Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If If, on or before the Majority Lenders determine that first day of any Interest Period for any reason in connection with any request for a Eurodollar LIBO Rate Loan or a conversion to or continuation thereof (i) Administrative Agent determines that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar LIBO Rate for any requested such Interest Period with respect to the LIBO Rate Loans cannot be adequately and reasonably determined due to the unavailability of funds in or other circumstances affecting the London interbank market (in respect of a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loanchange of circumstances compared to the totality of the circumstances that existed on the Closing Date), or (cii) Lenders holding in the aggregate at least 33.33% of the then outstanding and unpaid principal amount of LIBO Rate Loans shall advise Administrative Agent that (x) the Eurodollar rates of interest for such LIBO Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does Loans do not adequately and fairly reflect the cost to such Lenders of funding maintaining or continuing such Eurodollar LIBO Rate Loan, Loans (compared to the Administrative Agent will promptly so notify totality of the Borrower and each Lender (in each case with respect to clauses (a), (bcircumstances that existed on the Closing Date) or (cy) abovedeposits in Dollars in the London interbank market are not available to such Lenders (as conclusively certified by each such Lender in good faith in writing to Administrative Agent and to Borrower) in the ordinary course of business in sufficient amounts to maintain or continue their LIBO Rate Loans, then Administrative Agent shall immediately give notice of such condition to Borrower (the “Impacted LoansNotice of Inability to Determine Rates”). Thereafter, (x) After the obligation giving of any such Notice of Inability to Determine Rates and until Administrative Agent shall otherwise notify Borrower and the Lenders that the circumstances giving rise to make or maintain Eurodollar such condition no longer exist, Borrower’s right to request the continuation of LIBO Rate Loans shall be suspended, and (y) . Any Loan outstanding at the commencement of any such suspension shall be converted at the end of the then current Interest Period for such Loans into Base Rate Loans. Loans converted into Base Rate Loans shall accrue interest at the rate per annum equal to the Base Rate then in effect plus the event of a determination described in the preceding sentence Applicable Base Rate Margin. All computations with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the such Base Rate Loan shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans made as set forth in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first last sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted LoansSection 2.1(d).

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof that thereof, (a) Dollar (i) the Administrative Agent determines that (i) deposits are not being offered to banks in the London applicable offshore interbank eurodollar market for Dollars for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan, or (bii) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan, (in each case with respect to clause (a) above, “Impacted Loans”), or (cb) the Eurodollar Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans in Dollars shall be suspended, (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans in Dollars (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses (a), (b) or (c) of this sectionSection, the Administrative Agent, in consultation with the Borrower and the Majority Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or section, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If the Majority Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereto that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (cb) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Company may revoke any pending request for a Borrowing of, of or conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into (i) in the case of a New Vehicle Floorplan Committed Loan, a request for a New Vehicle Floorplan Committed Borrowing of Base Rate Loans Loans, (ii) in the case of a New Vehicle Floorplan Swing Line Loan, a request for a New Vehicle Floorplan Swing Line Borrowing of Base Rate Loans, (iii) in the case of Used Vehicle Floorplan Committed Loan, a request for a Used Vehicle Floorplan Committed Borrowing of Base Rate Loans, and (iv) in the case of a Used Vehicle Floorplan Swing Line Loan, a request for a Used Vehicle Floorplan Swing Line Borrowing of Base Rate Loans, in each case in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.

Inability to Determine Rates. (a) If the Majority Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Eurocurrency Loan or a conversion to or continuation thereof that (ai) deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurocurrency Loan, (ii) adequate and reasonable means do not exist for determining the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Loan, or (iii) the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency 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 Eurocurrency Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for the making of, conversion to, or continuation of, Eurocurrency Loans or, failing that, will be deemed to have converted such request into a request for Alternate Base Rate Loans in the amount specified therein. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be made by notice to the Borrower and shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (i) (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, any applicable Eurocurrency Loan or (bB) adequate and reasonable means do not exist for determining the Eurodollar Rate ascertaining LIBOR for Dollars for any requested Interest Period Period, including, without limitation, because the Eurocurrency Base Rate is not available or published on a current basis, and in each case such circumstances are unlikely to be temporary, or (ii) the administrator of the Eurocurrency Base Rate for the applicable currency or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR for Dollars or the Eurocurrency Base Rate for Dollars shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or (iii) syndicated loans in the U.S. market denominated in Dollars being executed at the time, or that include language similar to that contained in this Section 3.07, are being generally executed or amended, as applicable, to incorporate or adopt, as applicable, a new benchmark interest rate to replace LIBOR for the applicable currency, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement (a “LIBOR Successor Amendment”) to replace the Eurocurrency Base Rate with respect to a proposed Eurodollar Rate Loan or in connection the applicable currency with an alternate benchmark rate, giving due consideration to any evolving or then existing or convention for similar syndicated credit facilities in the U.S. market denominated in Dollars for such alternative benchmarks (any such proposed Base Rate Loanrate, or a “Replacement Rate”) and any such amendment shall become effective at 5:00 p.m. (cNew York time) on the Eurodollar Rate for any requested Interest Period with respect fifth Business Day after the Administrative Agent shall have posted such proposed amendment to a proposed Eurodollar Rate Loan does not adequately all Lenders and fairly reflect the cost Borrower unless, prior to such time, Lenders of funding comprising the Required Lenders have delivered to the Administrative Agent written notice that such Eurodollar Required Lenders do not accept such amendment. If no Replacement Rate Loanhas been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Eurocurrency Loans shall be suspendedsuspended (to the extent of the affected Eurocurrency Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Base Rate component of the Base Rate, the utilization of the Eurodollar Rate component shall no longer be utilized in determining the Alternate Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) revokes such noticeRate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Eurocurrency Loans (to the extent of the affected Eurocurrency Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Alternate Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, the Lender determines that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders the Lender of funding such Eurodollar Rate Loan, the Administrative Agent Lender will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Borrower. Thereafter, (xi) the obligation of the Lenders Lender to make or maintain Eurodollar Rate Loans shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (yii) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) Lender revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Term Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Term Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if in the Majority Lenders have made the determination described in clauses (a), (b) or (c) case of this sectionsuch pending request, the Administrative AgentLender, in consultation with the Borrower and the Majority LendersBorrower, may establish an alternative interest rate for funding Term Loans in the Impacted Loansapplicable amount, and with the same Interest Period as the Term Loan requested to be made, converted or continued, as the case may be in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Term Loans.

Inability to Determine Rates. If the Majority Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with a Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, suspended and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Base Rate component of the Base Rate, the utilization of the Eurodollar Base Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice, which the Administrative Agent shall promptly do upon receipt of such instruction from the Required Lenders. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (ai) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London applicable offshore interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, Loan or (bB) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested the Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (i), “Impacted Loans”), or (cii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such the Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)all Lenders. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing ofBorrowing, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, the Lender determines that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders the Lender of funding such Eurodollar Rate Loan, the Administrative Agent Lender will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Borrower. Thereafter, (xi) the obligation of the Lenders Lender to make or maintain Eurodollar Rate Loans shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (yii) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) Lender revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if in the Majority Lenders have made the determination described in clauses (a), (b) or (c) case of this sectionsuch pending request, the Administrative AgentLender, in consultation with the Borrower and the Majority LendersBorrower, may establish an alternative interest rate for funding Loans in the Impacted Loansapplicable amount, and with the same Interest Period as the Loan requested to be made, converted or continued, as the case may be in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.

Inability to Determine Rates. (1) If the Majority Administrative Agent (in the case of clause (1) or (2) below) or the Required Lenders (in the case of clause (3) below) reasonably determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, , (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (xi) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (yii) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses . (a), (b2) or (c) of this section, If the Administrative Agent, Agent (in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate case of interest shall apply with respect to the Impacted Loans until clause (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent below) or the Majority Required Lenders notify (in the Administrative Agent case of clause (3) below) reasonably determine that for any reason in connection with any request for a EURIBOR Rate Loan or continuation thereof that (a) Euro deposits are not being offered to banks in the European interbank market for the applicable amount and Interest Period of such EURIBOR Rate Loan, (b) adequate and reasonable means do not exist for determining the Borrower that such alternative interest rate EURIBOR Rate for any requested Interest Period with respect to a proposed EURIBOR Rate Loan, or (c) the EURIBOR Rate for any requested Interest Period with respect to a proposed EURIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Impacted Administrative Agent will promptly so notify the Borrower and each Euro Term Lender. Thereafter, the obligation of the Lenders to make or maintain EURIBOR Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice and, unless the Administrative Agent (acting on instructions of the Required Lenders) and the Borrower otherwise agree to a substitute rate (it being understood that the Administrative Agent, Required Lenders and Borrower shall negotiate in good faith to amend the definition of “EURIBOR Rate” and other applicable provisions to preserve the original intent thereof in light of such change) such EURIBOR Rate Loans shall bear interest at such rate as the Administrative Agent (acting on instructions of the Required Lenders) shall determine adequately and fairly reflects the cost to the Euro Term Lenders of making or maintaining such EURIBOR Rate Loans for the applicable Interest Period plus the applicable percentage set forth in the definition of Applicable Rate with respect to such EURIBOR Rate Loans. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of or continuation of EURIBOR Rate Loans.

Inability to Determine Rates. If the Majority Required Lenders determine that for any reason in connection with any request for advise the Administrative Agent prior to a Eurodollar Rate Borrowing, or a conversion of a Base Rate Loan to a Eurodollar Rate Loan or a conversion to or continuation thereof of a Eurodollar Rate Loan that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (bii) adequate and reasonable means do not exist for determining the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, Loan or (ciii) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will as promptly as practicable so notify the Borrower (by telephone and/or facsimile) and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) any Interest Election Request that requests the obligation conversion of the Lenders any Base Rate Loan to make or maintain a Eurodollar Rate Loans Loan or the continuation of a Eurodollar Rate Loan shall be suspendedineffective, (y) if any Borrowing Request requests a Eurodollar Rate Borrowing, then such Borrowing shall be made as a Base Rate Borrowing and (yz) in the event of a determination described in the preceding sentence with respect to the Eurodollar Base Rate component of the Base Rate, the utilization of the Eurodollar Base Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon Notwithstanding anything to the contrary contained herein, upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing ofEurodollar Rate Borrowing, conversion of a Base Rate Loan to a Eurodollar Rate Loan or a continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.

Inability to Determine Rates. If the Majority Administrative Agent (in the case of clause (a) or (b) below) or the Required Lenders (in the case of clause (c) below) reasonably determine that for any reason in connection with any request for a Eurodollar Term Benchmark Rate Loan or a conversion to or continuation thereof that thereof: (a) Dollar deposits are Adjusted Term SOFR cannot being offered to banks be determined in accordance with the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, definition thereof, (b) adequate and reasonable means do not exist for determining the Eurodollar Term Benchmark Rate for any requested Interest Period with respect to a proposed Eurodollar Term Benchmark Rate Loan or in connection with an existing or proposed Base Rate Loan, or or (c) the Eurodollar Term Benchmark Rate for any requested Interest Period with respect to a proposed Eurodollar Term Benchmark Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (xi) the obligation of the Lenders to make or maintain Eurodollar Term Benchmark Rate Loans shall be suspended, and (yii) in the event of a determination described in the preceding sentence with respect to the Eurodollar Term Benchmark Rate component of the Base Rate, the utilization of the Eurodollar Term Benchmark Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Term Benchmark Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof (a) the Administrative Agent determines that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (bii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or (in connection each case with an existing or proposed Base Rate Loanrespect to clause (a)(i) above, “Impacted Loans”), or (cb) the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Representative and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, either of the Borrowers or the Borrower Representative may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified thereintherein (without regard to satisfaction of any condition to conversion contained elsewhere herein, including, but not limited to Section 3.05). Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (ca)(i) of this section, the Administrative Agent, in consultation with the Borrower Representative and the Majority affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or section, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Borrower Representative that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower Representative written notice thereof.

Inability to Determine Rates. If Subject to Section 1.12, if the Majority Required Lenders reasonably determine in good faith that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan or a SOFR Loan or a conversion to or continuation thereof that (a) Dollar in the case of Eurocurrency Rate Loans, deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount amount, currency and Interest Period of such Eurodollar Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate or Adjusted Term SOFR for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or SOFR Loan or in connection with an existing or proposed Base Rate Loan, Loan or (c) the Eurodollar Eurocurrency Rate or Adjusted Term SOFR for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (xi) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans or SOFR Loans shall be suspended, and (yii) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate or Adjusted Term SOFR component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate or Adjusted Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans or SOFR Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein, (ii) any outstanding affected Eurocurrency Rate Loans or SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period and (iii) in the case of a pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in an Available Currency (other than Dollars), the Company and Lenders may establish a mutually acceptable alternative rate. Notwithstanding Upon any such conversion, the foregoingapplicable Borrower shall also pay accrued interest on the amount so converted and all amounts due, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agentany, in consultation connection with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loansconversion.

Inability to Determine Rates. If the Majority Required Lenders determine that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan or a Bankers’ Acceptance (or BA Equivalent Note), as applicable, or a conversion to or continuation thereof that (a) US Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate LoanLoan or a Bankers’ Acceptance (or BA Equivalent Note), as applicable, (b) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency LIBOR Rate or BA Discount Rate, as applicable, for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing a Bankers’ Acceptance (or proposed Base Rate LoanBA Equivalent Note), as applicable, or (c) the Eurodollar Eurocurrency LIBOR Rate or BA Discount Rate, as applicable, for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or a Bankers’ Acceptance (or BA Equivalent Note), as applicable, does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Borrowers and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans or a Bankers’ Acceptance (or BA Equivalent Note), as applicable, shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case suspended until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans or a Bankers’ Acceptance (or BA Equivalent Note), as applicable, or, failing that, will be deemed to have converted such request into a request for a Borrowing of (a) US Base Rate Loans to the Canadian Borrower or US Prime Rate Loans to the US Borrowers, as applicable, in the amount specified therein with respect to Eurocurrency Rate Loans, or (b) Cdn. Prime Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply therein with respect to the Impacted Loans until Bankers’ Acceptances (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (aor BA Equivalent Notes), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.

Inability to Determine Rates. (a) If the Majority Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Eurocurrency Loan or a conversion to or continuation thereof that (ai) deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurocurrency Loan, (ii) adequate and reasonable means do not exist for determining the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Loan, or (iii) the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency 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 Eurocurrency Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for the making of, conversion to, or continuation of, Eurocurrency Loans or, failing that, will be deemed to have converted such request into a request for Alternate Base Rate Loans in the amount specified therein. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be made by notice to the Borrower and shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (i) (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, any applicable Eurocurrency Loan or (bB) adequate and reasonable means do not exist for determining the Eurodollar Rate ascertaining LIBOR for Dollars for any requested Interest Period Period, including, without limitation, because the Eurocurrency Base Rate is not available or published on a current basis, and in each case such circumstances are unlikely to be temporary, or (ii) the administrator of the Eurocurrency Base Rate for the applicable currency or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR for Dollars or the Eurocurrency Base Rate for Dollars shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or (iii) syndicated loans in the U.S. market denominated in Dollars being executed at the time, or that include language similar to that contained in this Section 3.07, are being generally executed or amended, as applicable, to incorporate or adopt, as applicable, a new benchmark interest rate to replace LIBOR for the applicable currency, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement (a “LIBOR Successor Amendment”) to replace the Eurocurrency Base Rate with respect to a proposed Eurodollar Rate Loan or in connection the applicable currency with an alternate benchmark rate, giving due consideration to any evolving or then existing or convention for similar syndicated credit facilities in the U.S. market denominated in Dollars for such alternative benchmarks (any such proposed Base Rate Loanrate, or a “Replacement Rate”) and any such amendment shall become effective at 5:00 p.m. (cNew York time) on the Eurodollar Rate for any requested Interest Period with respect fifth Business Day after the Administrative Agent shall have posted such proposed amendment to a proposed Eurodollar Rate Loan does not adequately all Lenders and fairly reflect the cost Borrower unless, prior to such time, Lenders of funding comprising the Required Lenders have delivered to the Administrative Agent written notice that such Eurodollar Required Lenders do not accept such amendment. If no Replacement Rate Loanhas been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Eurocurrency Loans shall be suspendedsuspended (to the extent of the affected Eurocurrency Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Rate component shall no longer be utilized in determining the Alternate Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) revokes such noticeRate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Eurocurrency Loans (to the extent of the affected Eurocurrency Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Alternate Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses clause (a), (b) or (c) above, “Impacted Loans”). Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Majority Lenders notify the Administrative Agent (with, in the case of the Majority Lenders, a copy to Borrower) that the Borrower or Majority Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”); or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Majority Lenders have delivered to the Administrative Agent written notice that such Majority Lenders do not accept such amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of “LIBOR Successor Rate” shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

Inability to Determine Rates. If the Majority Lenders determine that for any reason Except in connection with an occurrence described in Section 3.08, if in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof thereof, (a) the Administrative Agent determines that (ai) Dollar deposits are not being offered to banks in the London eurodollar interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan, or (bii) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (a) above, “Impacted Loans”), or (cb) the Eurodollar Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (xA) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspendedsuspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (yB) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (c) of the first sentence of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, Required Lenders may establish agree upon an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or section, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. (a) If the Majority Required Lenders reasonably determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loanreason, (b) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Eurocurrency Rate Loan, or (c) that the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Loan, or that deposits are not being offered to banks in the relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower Borrowers and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans in the affected currency or currencies shall be suspended, suspended and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Representative (on behalf of the Borrowers) may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding therein (or, in the foregoingcase of a pending request for a Loan denominated in an Alternative Currency, if the Majority Borrowers and the Lenders have made the determination described in clauses (amay establish a mutually acceptable alternative rate), . (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) If at any time the Administrative Agent revokes determines (which determination shall be conclusive absent manifest error) that (i) the notice delivered with respect circumstances set forth in Section 3.04(a) have arisen and such circumstances are unlikely to the Impacted Loans under clauses (a), (b) be temporary or (cii) the circumstances set forth in Section 3.04(a) have not arisen but the supervisor for the administrator of the first sentence of this section Eurocurrency Rate or (2) a Governmental Authority having jurisdiction over the Administrative Agent or has made a public statement identifying a specific date after which the Majority Lenders notify Eurocurrency Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Lux Borrower shall endeavor to establish an alternate rate of interest to the Eurocurrency Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 10.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such alternative interest rate does not adequately and fairly reflect the cost Required Lenders object to such Lenders amendment. Until an alternate rate of funding interest shall be determined in accordance with this clause (b), (x) any Committed Loan Notice that requests the Impacted Loansconversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Rate Borrowing shall be ineffective, and (y) if any Committed Loan Notice requests a Eurocurrency Rate Borrowing, such Borrowing shall be made as a Base Rate Borrowing; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

Inability to Determine Rates. If the Majority Lenders determine that for any reason Administrative Agent determines in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar applicable offshore Dollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed such Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed such Eurodollar Rate Loan does not adequately and fairly reflect the cost to such the Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)all Lenders. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) affected Lenders revokes such notice. Upon receipt of such notice, the a Borrower may may, without liability for any attendant breakage costs, revoke any pending request for a Borrowing ofBorrowing, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (c) in the first sentence of this section, the Administrative Agent, in consultation with the Parent Borrower and the Majority affected Lenders, may establish an alternative interest rate for the impacted Loans (the “Impacted Loans”), in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or section, (2) the Administrative Agent or the Majority affected Lenders notify the Administrative Agent and the Parent Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Parent Borrower written notice thereof.

Inability to Determine Rates. If the Majority Lenders determine Administrative Agent reasonably determines, or the Administrative Agent is advised by the Required Lenders, that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (bii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (ciii) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such the Required Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in Base Rate Loans as to which the event of a determination described in the preceding sentence with respect interest rate is determined by reference to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case suspended until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice, such revocation not to be unreasonably withheld or delayed and each Lender’s Eurodollar Rate Loans shall be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for Eurodollar Rate Loans (or, in the case of a conversion required by Section 3.02 on such earlier date as such Lender may specify to the Borrower with a copy to the Administrative Agent). Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing ofthe borrowing of Revolving Loans, conversion to or continuation of the Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing the borrowing of Revolving Loans that are Base Rate Loans (with the Base Rate determined other than by reference to the Eurodollar Rate (as provided in the definition of Base Rate)) in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.

Inability to Determine Rates. If the Majority Lenders determine Lender determines that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof of a Eurodollar Rate Loan that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (a) above, “Impacted Loans”), or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders the Lender of funding such the Eurodollar Rate LoanLoan or any portion thereof, the Administrative Agent Lender will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Borrower. Thereafter, (x) the obligation of the Lenders Lender to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) Lender revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Lender has made the determination described in clauses clause (a), (b) or (c) of this sectionSection, the Administrative AgentLender, in consultation with the Borrower and the Majority LendersBorrower, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent Lender revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or Section, (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and Lender notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders the Lender of funding the Impacted Loans, or (3) the Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Lender or its applicable Lending Office to make, maintain or fund a Term Loan whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of the Lender to do any of the foregoing and provides the Borrower written notice thereof.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (a) the Administrative Agent determines that (ai) Dollar deposits are not generally being offered to banks in the London interbank eurodollar Eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (bii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (a)(i) above, “Impacted Loans”), or (cb) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Required Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender Lender. Thereafter (and including after any event in each case with respect to clauses (a1), (b2) or and (c3) above, “Impacted Loans”). Thereafter, in the next paragraph below) (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) Required Lenders revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Revolving Credit Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (ca)(i) of this sectionSection, the Administrative Agent, in consultation with the Borrower and the Majority Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or Section, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Required Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If the Majority Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a Base Rate Loan, the interest on which is determined by reference to the Eurodollar Rate, or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with a Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, suspended and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.

Inability to Determine Rates. If the Majority Lenders determine Lender determines that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clauses (a) and (b) above, “Impacted Loans”), or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders the Lender of funding such Eurodollar Rate Loan, the Administrative Agent Lender will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Borrower. Thereafter, (xi) the obligation of the Lenders Lender to make or maintain Eurodollar Rate Loans shall be suspended, and (yii) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) Lender revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Lender has made the determination described in clauses clause (a), (b) or (cb) of this section, the Administrative AgentLender, in consultation with the Borrower and the Majority LendersBorrower, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent Lender revokes the notice delivered with respect to the Impacted Loans Loan under clauses (a)this section, (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and Lender notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) the Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful for the Lender to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of the Lender to do any of the foregoing and provides the Borrower written notice thereof.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (a) the Administrative Agent determines that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (bii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (a)(i) above, “Impacted Loans”), or (cb) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, then in each case of each of clause (a) and (b) above, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) Required Lenders revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing Committed Loan of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), ) (b) or (ci) of this section, the Administrative Agent, in consultation with the Borrower and the Majority affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or section, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, the Lender determines that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, Loan or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders the Lender of funding such Eurodollar Rate Loan, the Administrative Agent Lender will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Borrower. Thereafter, (xi) the obligation of the Lenders Lender to make or maintain Eurodollar Rate Loans shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (yii) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) Lender revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if in the Majority Lenders have made the determination described in clauses (a), (b) or (c) case of this sectionsuch pending request, the Administrative AgentLender, in consultation with the Borrower and the Majority LendersBorrower, may establish an alternative interest rate for funding Loans in the Impacted Loansapplicable currency and amount, and with the same Interest Period as the Loan requested to be made, converted or continued, as the case may be in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.

Inability to Determine Rates. If the Majority Required Lenders reasonably determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that thereof, and each Lender comprising the Required Lenders has made a similar determination with respect to other similarly situated borrowers (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.

Inability to Determine Rates. If If, after the Majority Closing Date, the Required Lenders reasonably determine that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount amount, currency and Interest Period of such Eurodollar Eurocurrency Rate LoanLoan (such Loans, the “Impacted Loans”), (b) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Borrowers and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (c) of this sectionSection 3.03, the Administrative Agent, in consultation with the Borrower and consent of the Majority LendersParent Borrower, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or Section 3.03, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Borrower Borrowers that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrowers written notice thereof. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrowers or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrowers) that the Borrowers or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.03, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Parent Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined in Section 1.01) and any such amendment shall become effective upon execution by the Administrative Agent and the Administrative Borrower at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrowers and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended, (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

Inability to Determine Rates. If the Majority Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a)each, (b) or (c) above, a “Impacted LoansMarket Disruption Event”). Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding During any period in which a Market Disruption Event is in effect, the foregoingBorrower may request, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, through the Administrative Agent, that the Required Lenders confirm that the circumstances giving rise to the Market Disruption Event continue to be in consultation with effect. If, within ten Business Days following such confirmation request, the Required Lenders have not confirmed the continued effectiveness of such Market Disruption Event, then such Market Disruption Event shall no longer be deemed to be in effect; provided, that (A) the Borrower shall not be permitted to submit any such request more than once in any 30 day period and (B) nothing contained in this Section 3.03 or the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect failure to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) provide confirmation of the first sentence continued effectiveness of such Market Disruption Event shall in any way affect the Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted LoansSection 3.03.

Inability to Determine Rates. If Subject to Section 2.14, if, on or prior to the Majority first day of any Interest Period for any SOFR Loan: (1) the Administrative Agent determines (which determination shall be made at the direction of the Required Lenders and shall be conclusive and binding absent manifest error) that “ Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, or (a) If,the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate SOFR Loan or a conversion to tothereto or a continuation thereof of a Eurodollar Rate Loan, (i) the Administrative Agent determines (at the direction of the Required Lenders) that (aA) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (bB) (1) adequate and reasonable means do not exist for determining the Eurodollar Rate forthereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan and (2) the circumstances described in Section 3.03(c)(i) do not apply (in each case with respect to clause (i), “Impacted Loans”), or (cii) the Administrative Agent determines 40 (at the direction of the Required Lenders) that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate RateSOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, 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 (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) Upon the delivery of such notice, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue or maintain permit any conversion to a Eurodollar Rate LoanSOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loan or Interest Period), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case caseSOFR Loans or affected Interest Periods) until the Administrative Agent (upon uponat the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of a Eurodollar Rate LoanSOFR Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) extent of the first sentence of this section affected Eurodollar Rate Loan or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted LoansInterest Period).

Inability to Determine Rates. (a) If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan, Term SOFR Loan, XXXXX Rate Loan or Daily Simple SOFR Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (aA) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan or Term SOFR Loan, as applicable, for the relevant period in the case of a XXXXX Rate Loan or for a period of one month in the case of Daily Simple SOFR Loan, (bB) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate or Term SOFR, as applicable, for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or Term SOFR Loan, as applicable (whether denominated in Dollars or an Alternative Currency), for the relevant period in the case of a XXXXX Rate Loan or for a period of one month in the case of Daily Simple SOFR Loan or in connection with an existing or proposed Base Rate Loan or (C) a fundamental change has occurred in the foreign exchange or interbank markets with respect to such Alternative Currency (including, without limitation, changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls) which makes the funding or maintaining of Loans in such Alternative Currency impractical for the Appropriate Lenders (in each case with respect to clause (i), “Impacted Loans”), or (ii) the Administrative Agent or the Appropriate Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Eurocurrency Rate Loan, or (c) the Eurodollar Rate Term SOFR for any requested Interest Period with respect to a proposed Eurodollar Term SOFR Loan or the relevant period for a XXXXX Rate Loan or Daily Simple SOFR Loan, does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans, Term SOFR Loans, XXXXX Rate Loans or Daily Simple SOFR Loans, as applicable, in the affected currency or currencies shall be suspendedsuspended (to the extent of the affected Eurocurrency Rate Loans, Term SOFR Loans, XXXXX Rate Loans, Daily Simple SOFR Loans or periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate Term SOFR component of the Base Rate, the utilization of the Eurodollar Rate Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Appropriate Lenders) revokes such notice. Upon receipt of such notice, the applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans, Term SOFR Loans, XXXXX Rate Loans or Daily Simple SOFR Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Term SOFR Loans, XXXXX Rate Loans, Daily Simple SOFR Loans or periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in Dollars in the amount specified therein. . (b) Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (ca)(i) of this sectionSection 3.03, the Administrative Agent, Agent in consultation with the Borrower Company and the Majority Appropriate Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (ca)(i) of the first sentence of this section or Section 3.03, (2) the Administrative Agent or the Majority Appropriate Lenders notify the Administrative Agent and the Borrower Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof. (c) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Company or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Company) that the Company or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining Term SOFR for any Interest Period hereunder or any other tenors of Term SOFR, including, without limitation, because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date after which Term SOFR or the Term SOFR Screen Rate shall no longer be made available, or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide Term SOFR after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) the administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of Term SOFR are no longer representative; or (iv) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.03, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace Term SOFR; then, in the cases of clauses (i)-(iii) above, on a date and time determined by the Administrative Agent (any such date, the “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and shall occur within a reasonable period of time after the occurrence of any of the events or circumstances under clauses (i), (ii) or (iii) above and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any Loan Document with SOFR plus the Related Adjustment, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “Term SOFR Successor Rate” and any such rate before giving effect to the Related Adjustment, the “Pre-Adjustment Successor Rate”) and in the case of clause (iv) above, the Company and Administrative Agent may amend this Agreement solely for the purpose of replacing Term SOFR under this Agreement and under any other Loan Document in accordance with the definition of “Term SOFR Successor Rate” and such amendment will become effective at 5:00 p.m., on the fifth Business Day after the Administrative Agent shall have notified all Lenders and the Company of the occurrence of the circumstances described in clause (iv) above unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to the implementation of a Term SOFR Successor Rate pursuant to such clause. The Administrative Agent will promptly (in one or more notices) notify the Company and each Lender of (x) any occurrence of any of the events, periods or circumstances under clauses (i) through (iii) above, (y) a Term SOFR Replacement Date and (z) the Term SOFR Successor Rate. Any Term SOFR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Term SOFR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. Notwithstanding anything else herein, if at any time any Tern SOFR Successor Rate as so determined would otherwise be less than zero, the Term SOFR Successor Rate will be deemed to be zero for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a Term SOFR Successor Rate, the Administrative Agent will have the right to make Term SOFR Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Term SOFR Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Term SOFR Conforming Changes to the Company and the Lenders reasonably promptly after such amendment becomes effective.

Inability to Determine Rates. If Subject to Section 3.3(b), if (i) Administrative Agent or the Majority Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan LIBOR Portion or a conversion to or continuation thereof that (aA) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate LoanLIBOR Portion, (bB) adequate and reasonable means do not exist for determining the Eurodollar Rate LIBOR for any requested Interest Period with respect to a proposed Eurodollar Rate Loan LIBOR Portion or in connection with an existing or proposed Base Rate LoanPortion, or (cC) the Eurodollar Rate LIBOR for any requested Interest Period with respect to a proposed Eurodollar Rate Loan LIBOR Portion does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate LoanLIBOR Portion, or (ii) by reason of any Change in Law any Lender would become subject to restrictions on the amount of a category of liabilities or assets which it may hold and notifies Administrative Agent of same, Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans LIBOR Portions shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate LIBOR component of the Base Rate, the utilization of the Eurodollar Rate LIBOR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans LIBOR Portions or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans Portions in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.

Inability to Determine Rates. If Subject to Section 2.19, if (i) the Majority 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, (ii) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Daily Simple RFR” cannot be determined pursuant to the definition thereof, (iii) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted EURIBOR Rate” cannot be determined pursuant to the definition thereof or (iv) (A) with respect to any such Revolving Credit Loan denominated in an Alternative Currency, a fundamental change has occurred in the foreign exchange or interbank markets with respect to such Alternative Currency (including changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls), (B) the Required Term Lenders determine that for any reason in connection with any request for a Eurodollar Rate Term Loan that is a SOFR Loan or a conversion to thereto or a continuation (as applicable) thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate Adjusted Term SOFR for any requested Interest Period with respect to a such proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding making or maintaining such Eurodollar Loan or (C) the Required Revolving Credit Lenders determine that for any reason in connection with any request for a Revolving Credit Loan that is a SOFR Loan, a EURIBOR Rate Loan or an RFR Loan, as the case may be, or a conversion thereto or a continuation (as applicable) thereof that Adjusted Term SOFR, the Adjusted EURIBOR Rate or Adjusted Daily Simple RFR, as applicable, for any requested Interest Period with respect to such proposed SOFR Loan, EURIBOR Rate Loan or RFR Loan, as applicable, does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loan and, in each case in this clause (iv), such Lenders have provided notice of such determination to the Administrative Agent, then, in each case in clauses (i) through (iv) above, the Administrative Agent will promptly so notify the Initial Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)applicable Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar EURIBOR Rate Loans, RFR Loans shall be suspendedor SOFR Loans, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspendedas applicable, in each such Currency, and any right of the Borrowers to convert any Loan in each such Currency (if applicable) to or continue (as applicable) any Loan as a EURIBOR Rate Loan, an RFR Loan or a SOFR Loan, as applicable, in each such Currency, shall be suspended (to the extent of the affected EURIBOR Rate Loans, RFR Loans or SOFR Loans or, in the case of SOFR Loans or EURIBOR Rate Loans, the affected Interest Periods, as applicable) until the Administrative Agent (with respect to clause (iv) above, upon the instruction of the Majority Required Term Lenders or the Required Revolving Credit Lenders, respectively) revokes such notice. Upon receipt of such notice, (i) the applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation (as applicable) of Eurodollar EURIBOR Rate Loans, RFR Loans or SOFR Loans in each such affected Currency (to the extent of the affected EURIBOR Rate Loans, RFR Loans or SOFR Loans or, in the case of SOFR Loans or EURIBOR Rate Loans, the affected Interest Periods), or, failing that, (A) in the case of any request for an affected SOFR Borrowing, the applicable Borrower will be deemed to have converted such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified thereintherein and (B) in the case of any request for an affected RFR Borrowing, EURIBOR Rate Borrowing or other borrowing in an Alternative Currency, then such request shall be ineffective and (ii)(A) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period and (B) any outstanding affected Loans denominated in an Alternative Currency, at the applicable Borrower’s election, shall either (1) be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of EURIBOR Rate Loans, at the end of the applicable Interest Period or (2) be prepaid in full immediately or, in the case of EURIBOR Rate Loans, at the end of the applicable Interest Period; provided that if no election is made by such Borrower by the date that is the earlier of (x) three Business Days after receipt by such Borrower of such notice or (y) with respect to a EURIBOR Rate Loan, the last day of the current Interest Period, such Borrower shall be deemed to have elected clause (1) above. Notwithstanding Upon any such prepayment or conversion, the foregoingapplicable Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.19(h) and/or 3.05, as applicable. Subject to Section 2.19, if the Majority Lenders have made Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the determination described in clauses definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (a), (b) or (cc)(ii) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate definition of interest shall apply with respect to the Impacted Loans “Base Rate” until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loansdetermination.

Inability to Determine Rates. If With respect to any RFR Loan or Eurocurrency Rate Loan, subject to Section 3.07, if: (a) the Majority Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that: (A) if Daily Simple RFR or Adjusted Daily Simple RFR is utilized in any calculations hereunder or under any other Loan Document, “Daily Simple RFR” or “Adjusted Daily Simple RFR”, as applicable, cannot be determined pursuant to the definition thereof or (B) if Adjusted Term SOFR or Adjusted Eurocurrency Rate is utilized in any calculations hereunder or under any other Loan Document, “Adjusted Term SOFR” or “Adjusted Eurocurrency Rate”, as applicable, cannot be determined pursuant to the definition thereof on or prior to the first day of any Interest Period; or (ii) with respect to any such Loan denominated in an Alternative Currency, a fundamental change has occurred in the foreign exchange or interbank markets with respect to such Alternative Currency (including changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls); (b) with respect to any Eurocurrency Rate Loan or any request therefor or a conversion thereto or a continuation thereof, the Required Lenders determine (which determination shall be conclusive and binding absent manifest error) that deposits in the applicable Alternative Currency are not being offered to banks in the applicable offshore interbank market for the applicable Alternative Currency, amount or Interest Period of such Eurocurrency Rate Loan; or (c) the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate such Loan or a conversion to thereto or a continuation thereof that (ai) Dollar deposits are not being offered to banks if Daily Simple RFR or if Adjusted Daily Simple RFR is utilized in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loanany calculations hereunder or under any other Loan Document, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan Daily Simple RFR or in connection with an existing or proposed Base Rate LoanAdjusted Daily Simple RFR, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan as applicable, does not adequately and fairly reflect the cost to such Lenders of funding making or maintaining such Eurodollar Loans or (ii) if Adjusted Term SOFR or if Adjusted Eurocurrency Rate Loanis utilized in any calculations hereunder or under any other Loan Document, Adjusted Term SOFR or Adjusted Eurocurrency Rate, as applicable, does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loan during the applicable Interest Period, and, in the case of (i) or (ii), the Required 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 (applicable Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make RFR Loans or Eurocurrency Rate Loans, as applicable, in each such Alternative Currency, and any right of the Borrower to convert any Loan in each such Alternative Currency (if applicable) to or continue any Loan as an RFR Loan or a Eurocurrency Rate Loan, as applicable, in each such Alternative Currency, shall be suspended (to the extent of the affected RFR Loans or Eurocurrency Rate Loans or, in the case of Term SOFR Loans or Eurocurrency Rate Loans, the affected Interest Periods) until the Administrative Agent (with respect to clauses (a), clause (b) or (c) above), “Impacted Loans”). Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon at the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Eurodollar RFR Loans or Eurocurrency Rate Loans in each such affected Alternative Currency (to the extent of the affected RFR Loans or Eurocurrency Rate Loans or, in the case of Term SOFR Loans or Eurocurrency Rate Loans, the affected Interest Periods) or, failing that, (I) in the case of any request for an affected RFR Borrowing in Dollars, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified thereintherein and (II) in the case of any request for an affected RFR Borrowing or Eurocurrency Rate Borrowing in an Alternative Currency other than Dollars, then such request shall be ineffective and (B)(I) any outstanding affected Term SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period and (II) any outstanding affected Loans denominated in an Alternative Currency other than Dollars, at the Borrower’s election, shall either (1) be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period or (2) be prepaid in full immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is the earlier of (x) three Business Days after receipt by the Borrower of such notice or (y) with respect to a Eurocurrency Rate Loan, the last day of the current Interest Period, the Borrower shall be deemed to have elected clause (1) above. Notwithstanding Upon any such prepayment or conversion, the foregoingBorrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.05. Subject to Section 3.07, if the Majority Lenders have made Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the determination described in clauses (a), (b) or (c) of this sectiondefinition thereof on any given day, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest on Base Rate Loans shall apply with respect to the Impacted Loans until (1) be determined by the Administrative Agent revokes the notice delivered with respect without reference to the Impacted Loans under clauses (a), (b) or clause (c) of the first sentence definition of this section or (2) “Base Rate” until the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that revokes such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loansdetermination.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (a) the Administrative Agent determines that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, Loan or (bii) adequate and reasonable means do not exist for determining the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (a) above, “Impacted Loans”), or (cb) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the applicable Borrower and each Lender (each of the events or occurrences described in each case with respect to clauses clause (a) above or this clause (b), (b) or (c) above, a “Impacted LoansMarket Disruption Event”). Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Base Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) Required Lenders revokes such notice. Upon receipt of such notice, the applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. During any period in which a Market Disruption Event is in effect, the applicable Borrower may request, through the Administrative Agent, that the Required Lenders or the Administrative Agent, as applicable, confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect. If, within ten Business Days following such confirmation request, the Administrative Agent or the Required Lenders, as applicable, have not confirmed the continued effectiveness of such Market Disruption Event, then such Market Disruption Event shall no longer be deemed to be in effect; provided, that (A) the applicable Borrower shall not be permitted to submit any such request more than once in any 30 day period and (B) nothing contained in this Section 3.03 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or the Required Lenders’, as applicable, right to provide any additional notices of a Market Disruption Event as provided in this Section 3.03. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (c) of this sectionSection 3.03, the Administrative Agent, in consultation with the Borrower Required Lenders and with the Majority Lendersapproval of the applicable Borrower, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes (or is deemed to have revoked) the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or Section 3.03, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the applicable Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the applicable Borrower written notice thereof.

Inability to Determine Rates. (a) If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof (ai) the Administrative Agent determines that (aiA) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (biiB) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to this clause (a)(i) above, “Impacted Loans”), or (cbii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 3.03(a), until the Administrative Agent upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. . (b) Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.has made the

Inability to Determine Rates. If the Majority Administrative Agent or the Required Lenders reasonably determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Adjusted Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, Loan or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (xi) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (yii) in the event of a determination described in the preceding sentence with respect to the Adjusted Eurodollar Rate component of the Base Rate, the utilization of the Adjusted Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing; provided, however, that if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish applicable Lenders cannot agree within a reasonable time on an alternative interest rate for such Loans, the Impacted LoansBorrower may, at its discretion, either (x) prepay such Loans or (y) maintain such Loans outstanding, in which case, such alternative the interest rate of interest shall apply with respect payable to the Impacted applicable Lender on such Loans until (1) will be the rate determined by the Administrative Agent revokes the notice delivered as its cost of funds to fund a Borrowing of such Loans with respect maturities comparable to the Impacted Loans under clauses (a), (b) or (c) of Interest Period applicable thereto plus the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted LoansApplicable Rate.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (a) the Administrative Agent determines that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, Loan or (bii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (a)(i) above or this clause (a)(ii), “Impacted Loans”), or (cb) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a)each, (b) or (c) above, a “Impacted LoansMarket Disruption Event”). Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. During any period in which a Market Disruption Event is in effect, the Borrower may request, through the Administrative Agent, that the Required Lenders or the Administrative Agent, as applicable, confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect. If, within ten Business Days following such confirmation request, the Administrative Agent or the Required Lenders, as applicable, have not confirmed the continued effectiveness of such Market Disruption Event, then such Market Disruption Event shall no longer be deemed to be in effect; provided, that (A) the Borrower shall not be permitted to submit any such request more than once in any 30 day period and (B) nothing contained in this Section 3.03 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or the Required Lenders’, as applicable, right to provide any additional notices of a Market Disruption Event as provided in this Section 3.03. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (c) of this sectionSection 3.03, the Administrative Agent, in consultation with the Borrower and the Majority Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or Section 3.03, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If the Majority Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a Base Rate Loan, the interest on which is determined by reference to the Eurodollar Rate, or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with a Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, suspended and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.

Inability to Determine Rates. If the Majority Required Lenders determine that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans in the affected currency or currencies shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans in the affected currency or currencies or, failing that, will be deemed to have converted such request into a request for a Borrowing of (or a conversion to) (A) in the case of such Loans that are (or are proposed to be) made to a Domestic Borrower and denominated in Dollars, Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) therein or (cB) in the case of this sectionany other Loans, a Loan bearing interest at the Overnight Rate for the requested currency, or in the case of a conversion of an existing Loan, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, currency in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost Loan was denominated prior to such Lenders of funding conversion plus the Impacted Applicable Rate for Eurocurrency Rate Loans.

Inability to Determine Rates. If the Majority Lenders determine Administrative Agent reasonably determines, or the Administrative Agent is advised by the Required Lenders, that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (bii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (ciii) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such the Required Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in Base Rate Loans as to which the event of a determination described in the preceding sentence with respect interest rate is determined by reference to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case suspended until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice, such revocation not to be unreasonably withheld or delayed and each Lender’s Eurodollar Rate Loans shall be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for Eurodollar Rate Loans (or, in the case of a conversion required by Section 3.02 on such earlier date as such Lender may specify to the Borrower with a copy to the Administrative Agent). Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing ofthe borrowing of Loans, conversion to or continuation of the Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing the borrowing of Loans that are Base Rate Loans (with the Base Rate determined other than by reference to the Eurodollar Rate (as provided in the definition of Base Rate)) in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.

Inability to Determine Rates. If the Majority Required Lenders determine that for any reason in connection with any request for advise the Administrative Agent prior to a Eurodollar Rate Borrowing or a conversion of a Base Rate Loan to a Eurodollar Rate Loan or a conversion to or continuation thereof of a Eurodollar Rate Loan that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (bii) adequate and reasonable means do not exist for determining the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, Loan or (ciii) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will as promptly as practicable so notify the Borrower (by telephone and/or fax) and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) any Interest Election Request that requests the obligation conversion of the Lenders any Base Rate Loan to make or maintain a Eurodollar Rate Loans Loan or the continuation of a Eurodollar Rate Loan shall be suspendedineffective, (y) if any Borrowing Request requests a Eurodollar Rate Borrowing, then such Borrowing shall be made as a Base Rate Borrowing and (yz) in the event of a determination described in the preceding sentence with respect to the Eurodollar Base Rate component of the Base Rate, the utilization of the Eurodollar Base Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon Notwithstanding anything to the contrary herein, upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing ofEurodollar Rate Borrowing, conversion of a Base Rate Loan to a Eurodollar Rate Loan or a continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.

Inability to Determine Rates. (a) If the Majority Required Lenders reasonably determine that (i) for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate or the Adjusted Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan (including because the LIBO Rate is not available or published on a current basis), (ii) they are unable to obtain matching deposits in connection with an existing the London inter-bank market at or proposed Base Rate Loan, about 11:00 a.m. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Loans as a part of such Borrowing during its Interest Period or (ciii) the Eurodollar Eurocurrency Rate or the Adjusted Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does for such Loans will not adequately and fairly reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurocurrency Rate Loans for such Eurodollar Rate LoanInterest Period, the Administrative Agent will promptly so notify the Borrower ESI and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case suspended until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans or, failing that, in the case of Eurocurrency Rate Loans will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in Dollars in (or, in the case of any applicable Loan in an Alternative Currency, in an amount equal to the Dollar Equivalent thereof) the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), . (b) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, if at any time (i) there ceases to exist a LIBO Rate or other interbank rate in the London market regulated or otherwise overseen or authorized by the ICE Benchmark Administration or U.K. Financial Conduct Authority for interest periods greater than one Business Day or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1ii) the Administrative Agent revokes determines (which determination shall be conclusive absent manifest error) that the notice delivered with respect circumstances set forth in clause (i) of Section 3.03(a) have arisen and such circumstances are unlikely to the Impacted Loans under clauses (a), (b) be temporary or (ciii) the circumstances in clause (i) of Section 3.03(a) have not arisen but the first sentence supervisor for the administrator of this section the US LIBO Rate, EURIBO Rate or (2) Alternate Currency LIBO Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the US LIBO Rate, EURIBO Rate or the Majority Lenders notify Alternate Currency LIBO Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and ESI or the applicable Borrower shall endeavor to promptly establish an alternate rate of interest to the Adjusted Eurocurrency Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for fixed periods for syndicated loans in the United States at such time (it being agreed that such alternative rate shall at no time be less than 0.00% per annum), and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes as may be applicable which are agreed by ESI or the applicable Borrower and the Administrative Agent at such time. Notwithstanding anything to the contrary in the Loan Documents such amendment shall become effective without any further action or consent of any other party to Loan Documents so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate does not adequately and fairly reflect of interest is provided to the cost Lenders, a written notice from the Required Lenders stating that they object to such Lenders of funding the Impacted Loansamendment.

Inability to Determine Rates. If (a) Unless and until a Replacement Rate is implemented in accordance with clause (b) below, if the Majority Required Lenders determine that for any reason in connection with any request for advise the Administrative Agent prior to a Eurodollar Rate Borrowing or a conversion of a Base Rate Loan to a Eurodollar Rate Loan or a conversion to or continuation thereof of a Eurodollar Rate Loan that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (bii) adequate and reasonable means do not exist for determining the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, Loan or (ciii) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will as promptly so as practicable notify the applicable Borrower (by telephone and/or fax) and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) any Interest Election Request that requests the obligation conversion of the Lenders any Base Rate Loan to make or maintain a Eurodollar Rate Loans Loan or the continuation of a Eurodollar Rate Loan shall be suspendedineffective, (y) if any Borrowing Request requests a Eurodollar Rate Borrowing, then such Borrowing shall be made as a Base Rate Borrowing and (yz) in the event of a determination described in the preceding sentence with respect to the Eurodollar Base Rate component of the Base Rate, the utilization of the Eurodollar Base Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon Notwithstanding anything to the contrary herein, upon receipt of such notice, the such Borrower may revoke any pending request for a Borrowing ofEurodollar Rate Borrowing, conversion of a Base Rate Loan to a Eurodollar Rate Loan or a continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), . (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) If at any time the Administrative Agent revokes notifies the notice delivered with respect to the Impacted Loans under clauses (a)Borrowers that it has determined, (b) or (c) of the first sentence of this section or (2) the Administrative Agent either any Borrower or the Majority Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrowers) that such Borrower or such Required Lenders (as applicable) have determined, that: (i) the circumstances set forth in Section 3.03(a)(i) or (ii) have arisen and such circumstances are unlikely to be temporary or (ii) the administrator of the Eurodollar Base Rate or a Governmental Authority having, or purporting to have, jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Eurodollar Base Rate shall no longer be made available or used for determining interest rates for loans in the U.S. syndicated loan market in Dollars (such specific date, the “Scheduled Unavailability Date”), then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower Borrowers may agree to amend this Agreement to establish an alternate rate of interest to the Eurodollar Base Rate (including any mathematical or other adjustments to such alternate rate of interest (if any) incorporated therein or to the Applicable Margin), giving due consideration to any evolving or then existing convention for similar syndicated credit facilities in the U.S. market denominated in Dollars and to any selection, endorsement or recommendation of a replacement rate and/or replacement spread or the mechanism for determining such a rate or spread by the relevant Governmental Authority in effect at such time )any such proposed rate, a “Replacement Rate”), together with any proposed Replacement Rate Conforming Changes; provided that such alternative interest rate does amendment shall provide that if such Replacement Rate shall be less than zero, such Replacement Rate shall be deemed to be zero for purposes of this Agreement. Notwithstanding anything to the contrary in Section 10.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not adequately and fairly reflect have received, within five (5) Business Days of the cost date a copy of such amendment is provided to the Lenders, written notice from the Required Lenders stating that such Lenders object to such amendment. If no Replacement Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrowers and each Lender, and thereafter until execution of an amendment to implement an alternative rate in accordance with the foregoing, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of funding the Impacted Loansaffected Eurodollar Rate Loans or Interest Periods), and (y) the Eurodollar Base Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrowers may revoke any pending request for a Loan of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in If the London interbank eurodollar market for Administrative Agent determines (which determination shall be conclusive absent manifest error), or the applicable amount and Interest Period Required Lenders notify the Administrative Agent that the Required Lenders have determined, that (i) by reason of such Eurodollar Rate Loancircumstances affecting the relevant market, (b) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any such Interest Period (and the circumstances described in Section 3.05(b) do not apply) or (ii) the Eurocurrency Rate for such requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders (as certified by such Lenders, which certification shall be conclusive absent manifest error) of funding making or maintaining their affected Loans during such Eurodollar Rate LoanInterest Period, then the Administrative Agent will promptly so notify shall give telecopy or telephonic notice thereof to the Lead Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)the relevant Lenders as soon as practicable thereafter. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans in the affected currency or currencies shall be suspended, suspended and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower (on behalf of the Borrowers) may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, (A) with respect to a pending request for Loans denominated in Dollars, the Lead Borrower will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein and (B) with respect to Loans denominated in any Alternative Currency, at the election of the Lead Borrower, (1) such request shall be converted into a request for a Borrowing of Base Rate Loans denominated in Dollars (subject to the foregoing clause (y)) in the Dollar Equivalent of the amount specified therein (and, in the case of any outstanding Eurocurrency Rate Loans, regardless of whether such request is made, such Loans will automatically be deemed to be converted to Base Rate Loans denominated in Dollars in the Dollar Equivalent of such Loans at the end of the applicable Interest Period) or (2) the applicable Borrower shall repay such Eurocurrency Loans (to the extent outstanding) in full at the end of the applicable Interest Period; provided, however that if no such election is made by the Lead Borrower with in three (3) days after receipt of such notice, the Lead Borrower shall be deemed to have elected clause (1) above. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Required Lenders notify the Administrative Agent that the Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.05, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Lead Borrower may amend this Agreement or any other Loan Document solely for the purpose of replacing LIBOR in accordance with this Section 3.05 with (x) one or more SOFR-Based Rates, provided that any SOFR-Based Rate shall only apply to Loans in U.S. Dollars, or (y) another alternate benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar (or, with respect to the benchmark of another applicable currency, such applicable currency) denominated syndicated credit facilities for such alternative benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar (or, with respect to the benchmark of another applicable currency, such applicable currency) denominated syndicated credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated (the “Adjustment;” and any such proposed rate, a “LIBOR Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders (A) in the case of an amendment to replace LIBOR with a rate described in clause (x), object to the Adjustment; or (B) in the case of an amendment to replace LIBOR with a rate described in clause (y), object to such amendment; provided that for the avoidance of doubt, in the case of clause (A), the Required Lenders shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Lead Borrower. (c) If no LIBOR Successor Rate has been determined and the circumstances under clause (a)(i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended, (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, (A) with respect to a pending request for Loans denominated in Dollars, the Lead Borrower will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses therein and (a), (bB) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to Loans denominated in any Alternative Currency, at the Impacted Loans until election of the Lead Borrower, (1) the Administrative Agent revokes the notice delivered with respect such request shall be converted into a request for a Borrowing of Base Rate Loans denominated in Dollars (subject to the Impacted Loans under clauses foregoing clause (ay), (b) or (c) in the Dollar Equivalent of the first sentence amount specified therein (and, in the case of this section any outstanding Eurocurrency Loans, regardless of whether such request is made, such Loans will automatically be deemed to be converted to Base Rate Loans denominated in Dollars in the Dollar Equivalent of such Loans at the end of the applicable Interest Period) or (2) the Administrative Agent or applicable Borrower shall repay such Eurocurrency Loans (to the Majority Lenders notify extent outstanding) in full at the end of the applicable Interest Period; provided, however that if no such election is made by the Lead Borrower within three (3) days after receipt of such notice, the Lead Borrower shall be deemed to have elected clause (1) above. (d) Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement. (e) In connection with the implementation of a LIBOR Successor Rate, the Administrative Agent and will have the Borrower that right to make LIBOR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such alternative interest rate does not adequately and fairly reflect LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the cost Administrative Agent shall post each such amendment implementing such LIBOR Successor Conforming Changes to the Lenders reasonably promptly after such Lenders of funding the Impacted Loansamendment becomes effective.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof (a) the Administrative Agent determines that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (bii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (a)(i) above, the “Impacted Loans”), or (cb) the Administrative Agent or the affected Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses of (a) through (b), (b) or (c) above, a “Impacted LoansMarket Disruption Event”). Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case case, until the Administrative Agent (upon the instruction of the Majority affected Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. During any period in which a Market Disruption Event is in effect, the Borrower may request, through the Administrative Agent, that the affected Lenders (who gave such notice), as applicable, confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect. If, within thirty (30) Business Days following such confirmation request, the affected Lenders have not confirmed the continued effectiveness of such Market Disruption Event, then such Market Disruption Event shall no longer be deemed to be in effect; provided that (A) the Borrower shall not be permitted to submit any such request more than once in any 30-day period and (B) nothing contained in this Section 3.03 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the affected Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 3.03. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (ca)(i) of this sectionSection 3.03, the Administrative Agent, in consultation with the Borrower and the Majority affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or Section 3.03, (2) the Administrative Agent or the Majority affected Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. (a) If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan or Term SOFR Loan, as applicable, or a conversion to or continuation thereof thereof, (i) the Administrative Agent reasonably determines that (a) Dollar deposits are not being offered to banks in the London applicable offshore interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan or Term SOFR Loan, as applicable, or (bii) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate or Term SOFR, as applicable, for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), 117 (b) or (c) above, “Impacted Loans”). Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Required Lenders, may establish an alternative interest rate for the Impacted LoansLoans (which shall not be less than zero), in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or section, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof. (c) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent reasonably determines (which determination shall be made in good faith and conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a simultaneous copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.03, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any 118

Inability to Determine Rates. If the Majority Lenders determine that (a) If, for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent is advised by the Required Lenders that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (bii) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed (including because the Eurodollar Base Rate Loanis not available or published on a current basis), or (ciii) the Administrative Agent is advised by the Required Lenders that the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case suspended until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding . (b) If at any time the foregoing, if Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the Majority Lenders circumstances set forth in clause (a)(ii) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(ii) have not arisen but either (w) the supervisor for the administrator of the Eurodollar Base Rate has made a public statement that the determination described in clauses administrator of the Eurodollar Base Rate is insolvent (aand there is no successor administrator that will continue publication of the Eurodollar Base Rate), (bx) the administrator of the Eurodollar Base Rate has made a public statement identifying a specific date after which the Eurodollar Base Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the Eurodollar Base Rate), (y) the supervisor for the administrator of the Eurodollar Base Rate has made a public statement identifying a specific date after which the Eurodollar Base Rate will permanently or indefinitely cease to be published or (cz) the supervisor for the administrator of the Eurodollar Base Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Eurodollar Base Rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Company shall promptly endeavor to establish an alternate rate of interest to the Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Credit Agreement to reflect such alternate rate of interest and such other related changes to this Credit Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Rate); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this sectionCredit Agreement. Notwithstanding anything to the contrary in Section 10.01, such amendment shall become effective without any further action or consent of any other party to this Credit Agreement so long as the Administrative AgentAgent shall not have received, in consultation with within five Business Days of the Borrower and date a copy of such amendment is provided to the Majority Lenders, may establish a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternative interest rate for the Impacted Loans, in which case, such alternative alternate rate of interest shall apply be determined in accordance with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), this clause (b) (but, (A) in the case of the circumstances described in clause (ii)(w), clause (ii)(x) or clause (cii)(y) of the first sentence of this section Section 3.03(b), only to the extent the Eurodollar Base Rate for such Interest Period is not available or published at such time on a current basis and (2B) in the Administrative Agent case of the circumstances described in clause (ii)(z) of the first sentence of this Section 3.03(b), only to the extent the specific date referred to in such clause has occurred), (x) any Committed Loan Notice that requests the conversion of any Revolving Credit Borrowing to, or the Majority Lenders notify the Administrative Agent continuation of any Revolving Credit Borrowing as, Eurodollar Rate Loans shall be ineffective and the Borrower that (y) if any Committed Loan Notice requests a Borrowing of Eurodollar Rate Loans, such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted LoansBorrowing shall be made as a Base Rate Loan.

Inability to Determine Rates. If (a) Except in the Majority Lenders determine that for any reason case of circumstances described in Section 3.03(b), if in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (aA) Dollar deposits (whether denominated in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank eurodollar market for such currency for (x) the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate LoanLoan not denominated in Sterling or (y) the applicable amount of such Eurocurrency Rate Loan denominated in Sterling, or (bB)(x) adequate and reasonable means do not exist for determining (1) in the Eurodollar case of a Eurocurrency Rate Loan not denominated in Sterling, the Eurocurrency Rate for any requested Interest Period with respect to such proposed Eurocurrency Rate Loan or (2) in the case of a Eurocurrency Rate Loan denominated in Sterling, the Eurocurrency Rate with respect to such proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate LoanLoan and (y) the circumstances described in Section 3.03(b) do not apply (in each case with respect to this clause (a)(i), “Impacted Loans”), or (cii) the Eurodollar Administrative Agent or the Required Lenders determine that for any reason (1) in the case of a Eurocurrency Rate Loan not denominated in Sterling, the Eurocurrency Rate for any requested Interest Period with respect to a such proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Eurocurrency Rate Loan or (2) in the case of a Eurocurrency Rate Loan denominated in Sterling, the Eurocurrency Rate with respect to such proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans in the affected currency or currencies shall be suspendedsuspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of any determination by the Required Lenders described in clause (a)(ii) above, until the Administrative Agent, upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount specified thereintherein and (y)(A) any outstanding affected Eurocurrency Rate Loans denominated in Dollars will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period and (B) any outstanding affected Eurocurrency Rate Loans, at the Company’s election, shall either (1) be converted into a Borrowing of Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount of such outstanding Eurocurrency Rate Loans denominated in Sterling (immediately) or Eurocurrency Rate Loans not denominated in Sterling (at the end of the applicable Interest Period) or (2) be prepaid in full (immediately, or at the end of the applicable Interest Period with respect to Eurocurrency Rate Loans not denominated in Sterling, as applicable); provided that if no election is made by the Company by the earlier of (X) the date that is three Business Days after receipt by the Company of such notice and (Y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan not denominated in Sterling, the Company shall be deemed to have elected clause (1) above. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (ca)(i) of this section, the Administrative Agent, in consultation with the Borrower Company and the Majority affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (ca)(i) of the first sentence of this section or section, (2) the Administrative Agent or the Majority affected Lenders notify the Administrative Agent and the Borrower Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof. The Administrative Agent will promptly (in one or more notices) notify the Company and each Lender of the establishment of an alternative interest rate pursuant to this paragraph. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Company or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Company) that the Company or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining (A) in the case of a Eurocurrency Rate Loan not denominated in Sterling, the Applicable Reference Rate for an Applicable Currency for any requested Interest Period or any other tenors of the Eurocurrency Rate or (B) in the case of a Eurocurrency Rate Loan denominated in Sterling, the Applicable Reference Rate therefor, including, in each case, without limitation, because the Applicable Reference Rate for such Applicable Currency is not available or published on a current basis and such circumstances are unlikely to be temporary, or (ii) the administrator of the Applicable Reference Rate for an Applicable Currency or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Applicable Reference Rate for such Applicable Currency shall no longer be made available, or used for determining the interest rate of loans denominated in such Applicable Currency (provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent that will continue to provide the Applicable Reference Rate for such Applicable Currency) (such specific date, the “Scheduled Unavailability Date”), or (iii) the administrator of the Applicable Reference Rate for an Applicable Currency or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of such Applicable Reference Rate are no longer representative, or (iv) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the Applicable Reference Rate for such Applicable Currency, then, (A) in the case of a Eurocurrency Rate Loan denominated in Dollars: in the case of clauses (i)-(iii) above, on a date and time determined by the Administrative Agent (any such date, the “LIBOR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and shall occur within a reasonable period of time after the occurrence of any of the events or circumstances under clause (i), (ii) or (iii) above and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, LIBOR will be replaced hereunder and under the other Loan Documents with, subject to the proviso below, the first available alternative set forth in the order below for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “LIBOR Successor Rate”; and any such rate before giving effect to the Related Adjustment, the “Pre-Adjustment Successor Rate”):

Inability to Determine Rates. If the Majority Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (bii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (ciii) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate LoanLoan (each, a “Market Disruption Event”), the Administrative Agent will promptly so notify the Borrower Borrowers and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding During any period in which a Market Disruption Event is in effect, the foregoingBorrowers may request, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, through the Administrative Agent, in consultation with that the Borrower and Required Lenders confirm that the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect circumstances giving rise to the Impacted Loans until Market Disruption Event continue to be in effect. If, within ten Business Days following such confirmation request, the Required Lenders have not confirmed the continued effectiveness of such Market Disruption Event, then such Market Disruption Event shall no longer be deemed to be in effect; provided, that (1A) the Administrative Agent revokes Borrowers shall not be permitted to submit any such request more than once in any 30 day period and (B) nothing contained in this Section 3.03 or the notice delivered with respect failure to the Impacted Loans under clauses (a), (b) or (c) provide confirmation of the first sentence continued effectiveness of such Market Disruption Event shall in any way affect the Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted LoansSection 3.03.

Inability to Determine Rates. (a) If the Majority Administrative Agent or the Required Lenders determine that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof that (ai) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank eurodollar market for the applicable currency for the applicable amount and Interest Period of such Eurodollar the Eurocurrency Rate Loan, as the case may be, (bii)(x) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan Loan, as the case may be, or in connection with an existing or proposed Base Rate Loan, and (y) the circumstances described in clause (c)(i) below do not apply (in each case with respect to clauses (i) and (ii) above, “Impacted Loans”) or (ciii) the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan Loan, as the case may be does not adequately and fairly reflect the cost to such the Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)all Lenders. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans Loans, as the case may be, in the affected currency or currencies shall be suspended, suspended and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon or the instruction of the Majority Lenders) revokes Required Lenders revoke such notice. Upon receipt of such notice, the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans Loans, as the case may be in the affected currency or currencies or, failing that, solely with respect to Loans to be made in Dollars, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. . (b) Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (ba)(i) or (ca)(ii) of this sectionabove, the Administrative Agent, in consultation with the Borrower Agent and the Majority Lenders, Company may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1i) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (ba)(i) or (ca)(ii) of the first sentence of this section or above, (2ii) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Borrower Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (iii) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof. (c) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Company or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Company) that the Company or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including without limitation because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or (iii) syndicated revolving facilities currently being executed, or that include language similar to that contained in this Section 3.03, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Company may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. If no LIBOR Successor Rate has been determined and the circumstances under clause (c)(i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended, (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

Inability to Determine Rates. If the Majority Lenders determine that for any reason (a) Administrative Agent determines in connection with any request for a Borrowing or continuation of, or a conversion to, Eurodollar Rate Loan or a conversion to or continuation thereof that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar offered market for the applicable amount and Interest Period of such Eurodollar Rate Loan, Loan or (bii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (cb) Required Lenders determine in connection with any request for a Borrowing or continuation of, or a conversion to, a Eurodollar Rate Loan that the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the then Administrative Agent will promptly so notify the Borrower Borrowers and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)writing. Thereafter, (x1) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall will be suspended, and (y2) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall will be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Revolving Credit Borrowing consisting of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (a) the Administrative Agent determines that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (bii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (a) above, “Impacted Loans”), or (cb) the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority affected Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.

Inability to Determine Rates. If the Majority Lenders determine that for any reason Subject to Section 3.07, if in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that thereof, (a) Dollar (i) the Administrative Agent in good faith determines that deposits in Dollars are not being offered to banks in the London applicable offshore interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (bii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (a) above, “Impacted Loans”), or (cb) the Administrative Agent or the Required Lenders in good faith determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (ca)(i) of this sectionSection, the Administrative Agent, in consultation with the Borrower Company and the Majority Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (ca)(i) of the first sentence of this section or Section, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Borrower Company that such alternative interest rate does not adequately and fairly reflect the cost to such the Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.

Inability to Determine Rates. If Subject to Section 3.3(b), if (i) Administrative Agent or the Majority Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan LIBOR Portion or a conversion to or continuation thereof that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate LoanLIBOR Portion, (bii) adequate and reasonable means do not exist for determining the Eurodollar Rate LIBOR for any requested Interest Period with respect to a proposed Eurodollar Rate Loan LIBOR Portion or in connection with an existing or proposed Base Rate LoanPortion, or (ciii) the Eurodollar Rate LIBOR for any requested Interest Period with respect to a proposed Eurodollar Rate Loan LIBOR Portion does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate LoanLIBOR Portion, or (b) by reason of any Change in Law any Lender would become subject to restrictions on the amount of a category of liabilities or assets which it may hold and notifies Administrative Agent of same, Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans LIBOR Portions shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate LIBOR component of the Base Rate, the utilization of the Eurodollar Rate LIBOR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans LIBOR Portions or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans Portions in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof (a) the Administrative Agent determines that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (bii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (a)(i) above, the “Impacted Loans”), or (cb) the Administrative Agent or the affected Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses of (a) through (b), (b) or (c) above, a “Impacted LoansMarket Disruption Event”). Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case case, until the Administrative Agent (upon the instruction of the Majority affected Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. During any period in which a Market Disruption Event is in effect, the Borrower may request, through the Administrative Agent, that the affected Lenders (who gave such notice), as applicable, confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect. If, within thirty (30) Business Days following such confirmation request, the affected Lenders have not confirmed the continued effectiveness of such Market Disruption Event, then such Market Disruption Event shall no longer be deemed to be in effect; provided that (A) the Borrower shall not be permitted to submit any such request more than once in any 30-day period and (B) nothing contained in this Section 3.03 or the failure to provide confirmation of the continued effectiveness 59 of such Market Disruption Event shall in any way affect the affected Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 3.03. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (ca)(i) of this sectionSection 3.03, the Administrative Agent, in consultation with the Borrower and the Majority affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or Section 3.03, (2) the Administrative Agent or the Majority affected Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. (a) If the Majority Required Lenders (or, in the case of clause (ii), the Administrative Agent) determine that for any reason in connection with any request for a Eurodollar LIBO Rate Loan or a conversion Conversion to or continuation thereof that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar LIBO Rate Loan, (bii) by reason of circumstances affecting the London interbank eurodollar market, adequate and reasonable means do not exist for determining the Eurodollar LIBO Rate by the definition thereof for any requested Interest Period with respect to a proposed LIBO Rate Loan, or (iii) the LIBO Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar LIBO Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Lead Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar LIBO Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case suspended until the Administrative Agent (except in the case of clause (ii) above, upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower may revoke any pending request for a Borrowing of, conversion Conversion to or continuation of Eurodollar LIBO Rate Loans or, failing that, will be deemed to have converted Converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. (b) Notwithstanding anything to the contrary herein or in any other Loan Document: (i) On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-week, 1-month, 2-month, 3-month, 6-month and 12- month U.S. dollar LIBOR tenor settings. Notwithstanding On the foregoingearliest of (A) the date that all Available Tenors of U.S dollar LIBOR have permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative, (B) June 30, 2023 and (C) the Early Opt-in Effective Date in respect of a SOFR Early Opt-in, if the Majority Lenders have made then-current Benchmark is LIBOR, the determination described Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in clauses respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Loan Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis; or (a), ii) (bx) Upon (A) the occurrence of a Benchmark Transition Event or (cB) of this section, a determination by the Administrative Agent, in consultation with Agent that neither of the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until alternatives under clause (1) of the definition of Benchmark Replacement are available, the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. 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 Loan Document so long as the Administrative Agent revokes has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the notice delivered Required Lenders (and any such objection shall be conclusive and binding absent manifest error); provided that solely in the event that the then-current Benchmark at the time of such Benchmark Transition Event is not a SOFR-based rate, the Benchmark Replacement therefor shall be determined in accordance with respect to the Impacted Loans under clauses clause (a), (b) or (c1) of the first sentence definition of this section or (2) Benchmark Replacement unless the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower determines that neither of such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loansrates is available.

Inability to Determine Rates. (a) If the Majority Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Eurocurrency Loan, Swing Line Loan or a conversion to or continuation thereof of any Eurocurrency Loan that (ai) Dollar (x) with respect to a proposed Eurocurrency Loan, deposits (whether in Dollars or a Foreign Currency) are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurocurrency Loan or (y) with respect to a proposed Swing Line Loan, deposits are not being offered in the London interbank Eurodollar Rate market for the applicable amount of such Swing Line Loan, (bii) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Base Rate (x) for a proposed Eurocurrency Loan for any requested Interest Period (whether denominated in Dollars or a Foreign Currency) or (y) for a proposed Swing Line Loan, or (iii) the Eurocurrency Base Rate (x) for any requested Interest Period with respect to a proposed Eurodollar Rate Eurocurrency Loan or in connection with an existing or proposed Base Rate Loan, or (cy) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Swing Line Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower WBA and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Xxxxxx. Thereafter, the obligation of (x) the obligation of the Lenders to make or maintain Eurodollar Rate Eurocurrency Loans shall be suspended, and (y) the Swing Line Lender to make or maintain Swing Line Loans in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate affected currency shall be suspended, in each case suspended until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the any Borrower may revoke any pending request for the making of, conversion to, or continuation of, Eurocurrency Loans or Swing Line Loans, as applicable, of the affected currency or, failing that, will be deemed to have converted such request into a request for Alternate Base Rate Loans in the amount specified therein. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if the Administrative Agent determines (which determination shall be made by notice to the Borrowers and shall be conclusive absent manifest error), or WBA or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrowers or Required Lenders (as applicable) have determined, that: (i) (A) (x) deposits (whether in Dollars or any Foreign Currency) are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of any applicable Eurocurrency Loan for the applicable currency or (y) deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount of any applicable Swing Line Loan or (B) adequate and reasonable means do not exist for ascertaining LIBOR for the applicable currency for any requested Interest Period (as applicable), including, without limitation, because the Eurocurrency Base Rate is not available or published on a current basis, and in each case such circumstances are unlikely to be temporary, or (ii) the administrator of the Eurocurrency Base Rate for the applicable currency or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR for the applicable currency or the Eurocurrency Base Rate for the applicable currency shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or (iii) syndicated loans in the U.S. market denominated in the applicable currency being executed at the time, or that include language similar to that contained in this Section 3.07, are being generally executed or amended, as applicable, to incorporate or adopt, as applicable, a new benchmark interest rate to replace LIBOR for the applicable currency, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and WBA may amend this Agreement (a “LIBOR Successor Amendment”) to replace the Eurocurrency Base Rate with respect to the applicable currency with an alternate benchmark rate, giving due consideration to any evolving or then existing convention for similar syndicated credit facilities in the U.S. market denominated in the applicable currency for such alternative benchmarks (any such proposed rate, a “Replacement Rate”), and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and WBA unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. If no Replacement Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify WBA and each Lender. Thereafter, (x) the obligation of (i) the Lenders to make or maintain Eurocurrency Loans shall be suspended (to the extent of the affected Eurocurrency Loans or Interest Periods) and (ii) the Swing Line Lender to make or maintain Swing Line Loans shall be suspended (to the extent of the effected Swing Line Loans), and (y) the Eurocurrency Base Rate component shall no longer be utilized in determining the Alternate Base Rate. Upon receipt of such notice, WBA may revoke any pending request for a Borrowing of Swing Line Loans or a Borrowing of, conversion to or continuation of Eurodollar Rate Eurocurrency Loans (to the extent of the affected Swing Line Loans or Eurocurrency Loans or Interest Periods, as applicable) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Alternate Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof that thereof, (a) Dollar (i) the Administrative Agent determines that (i) deposits are not being offered to banks in the London applicable offshore interbank eurodollar market for Dollars for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan, or (bii) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan, (in each case with respect to clause (a) above, “Impacted Loans”), or (cb) the Eurodollar Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans in Dollars shall be suspended, (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans in Dollars (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses (a), (b) or (c) of this sectionSection, the Administrative Agent, in consultation with the Borrower and the Majority Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or section, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If the Majority Lenders determine that for any reason Administrative Agent determines in connection with any request for a Eurodollar Rate Loan or a LIBOR Floating Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and any applicable Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining (i) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan, or (ii) the LIBOR Base Rate (in each case with respect to clause (a) above, “Impacted Loans”), or (c) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base the LIBOR Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar LIBOR Floating Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans and/or LIBOR Floating Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case suspended until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans and/or LIBOR Floating Rate Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or section, (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the notifies Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides Administrative Agent and Borrower written notice thereof.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof that thereof, (a) Dollar (i) the Administrative Agent determines that (i) deposits are not being offered to banks in the London applicable offshore interbank eurodollar market for Dollars for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan, or (bii) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan, (in each case with respect to clause (a) above, “Impacted Loans”), or (cb) the Eurodollar Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans in Dollars shall be suspended, (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans in Dollars (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses (a), (b) or (c) of this sectionSection, the Administrative Agent, in consultation with the Borrower and the Majority Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or section, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted 39 that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. (a) If the Majority Required Lenders determine after the Closing Date that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar applicable Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Eurocurrency Rate Loan, or (c) that the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Loan, or that Dollar deposits are not being offered to banks in the London interbank eurodollar, or other applicable market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify each of the Lead Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)writing. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspended, suspended and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar such Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request request, if applicable, into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), . (b) or If at any time the Administrative Agent determines (cwhich determination shall be conclusive absent manifest error) that either (i) the circumstances set forth in subparagraph (a) of this section, Section 3.03 have arisen and such circumstances are unlikely to be temporary or (ii) the Administrative Agent, circumstances set forth in consultation with subparagraph (a) of this Section 3.03 have not arisen but the Borrower and the Majority Lenders, may establish an alternative interest rate supervisor for the Impacted Loans, in which case, such alternative rate administrator of interest shall apply with respect to the Impacted Loans until (1) Eurocurrency Rate or a Governmental Authority having jurisdiction over the Administrative Agent revokes has made a public statement identifying a specific date after which the notice delivered with respect to Eurocurrency Rate shall no longer be used for determining interest rates for loans (in the Impacted Loans under clauses case of either such clause (a), (bi) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify ii), an “Alternative Interest Rate Election Event”), the Administrative Agent and the Lead Borrower shall endeavor to establish an alternate rate of interest to the Eurocurrency Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for leveraged syndicated loans in the United States at such alternative time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 10.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days after the date notice of such alternate rate does not adequately and fairly reflect of interest is provided to the cost Lenders, a written notice from Required Lenders stating that they object to such Lenders amendment (which amendment shall not be effective prior to the end of funding such five (5) Business Day notice period). To the Impacted Loansextent an alternate rate of interest is adopted as contemplated hereby, the approved rate shall be applied in a manner consistent with prevailing market convention; provided that, to the extent such prevailing market convention is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent and the Lead Borrower. From such time as an Alternative Interest Rate Election Event has occurred and is continuing until an alternate rate of interest has been determined in accordance with the terms and conditions of this paragraph, (x) any notice requesting a conversion or a continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Rate Loan shall be ineffective, and (y) if any Committed Loan Notice requests a Eurocurrency Rate Loan, such Borrowing shall be made as Base Rate Loan; provided that, to the extent such Alternative Interest Rate Election Event is as a result of clause (ii) above in this subparagraph (b), then clauses (x) and (y) of this sentence shall apply during such period only if the Eurocurrency Rate for such Interest Period is not available or published at such time on a current basis. Notwithstanding anything contained herein to the contrary, if such alternate rate of interest as determined in this subparagraph (b) is determined to be less than 1.00%, such rate shall be deemed to be 1.00% for the purposes of this Agreement.

Inability to Determine Rates. (a) If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Term SOFR Loan, a BA Equivalent Loan or an Alternative Currency Loan or a conversion of Prime Rate Loans to Term SOFR Loans, or Canadian Prime Rate Loans to BA Equivalent Loans or a continuation thereof of any of such Loans, as applicable, (i) the Agent determines (which determination shall be conclusive absent manifest error) that (aA) Dollar deposits are not being offered to banks in no Successor Rate for the London interbank eurodollar market Relevant Rate for the applicable amount Agreed Currency has been determined in accordance with Section 2.29(b) and Interest Period the circumstances under clause (i) of Section 2.29(b) or the Scheduled Unavailability Date has occurred with respect to such Eurodollar Relevant Rate Loan(as applicable), or (bB) adequate and reasonable means do not otherwise exist for determining the Eurodollar Relevant Rate for the applicable Agreed Currency for any determination date(s) or requested Interest Period Period, as applicable, with respect to a proposed Eurodollar Rate Term SOFR Loan, BA Equivalent Loan or an Alternative Currency Loan or in connection with an existing or proposed Base Prime Rate Loan, or (cii) the Eurodollar Agent or the Required Lenders determine that for any reason that the Relevant Rate with respect to a proposed Loan denominated in an Agreed Currency for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or determination date(s) does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Lead Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Loans in the affected currencies, as applicable, or to convert Prime Rate Loans to Term SOFR Loans or Canadian Prime Rate Loans to BA Equivalent Loans, shall be suspendedsuspended in each case to the extent of the affected Alternative Currency Loans or Interest Period or determination date(s), as applicable, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Term SOFR component of the Base Rate or the BA Rate component of the Base Canadian Prime Rate, the utilization of the Eurodollar Rate Term SOFR component in determining the Base Rate or the BA Rate component in determining the Canadian Prime Rate, as applicable, shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 2.29(a), until the Agent upon the instruction of the Majority Required Lenders) revokes such notice. DB1/ 126870242.8 Upon receipt of such notice, (i) the Borrower Borrowers may revoke any pending request for a Borrowing of, or conversion to Term SOFR Loans, Canadian Prime Rate Loans or Borrowing of, or continuation of Eurodollar Rate Alternative Currency Loans to the extent of the affected Alternative Currency Loans or Interest Period or determination date(s), as applicable or, failing that, will be deemed to have converted such request into a request for a Borrowing of Prime Rate Loans denominated in Dollars, or Canadian Prime Rate Loans if denominated in Canadian Dollars, of the amount specified therein and (ii) (A) any outstanding Term SOFR Loans shall be deemed to have been converted to Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a)immediately, (bB) or any outstanding BA Equivalent Loans shall be deemed to have been converted to Canadian Prime Rate Loans immediately, and (cC) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted any outstanding affected Alternative Currency Loans, in which caseat the Lead Borrower’s election, such alternative rate of interest shall apply with respect to the Impacted Loans until either (1) the Administrative Agent revokes the notice delivered with respect to the Impacted be converted into a Borrowing of Base Rate Loans under clauses (a), (b) or (c) denominated in Dollars of the first sentence amount of this section such outstanding Alternative Currency Loan immediately, in the case of an Alternative Currency Daily Rate Loan or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan or (2) be prepaid in full immediately, in the Administrative Agent case of an Alternative Currency Daily Rate Loan, or at the Majority Lenders notify end of the Administrative Agent and applicable Interest Period, in the case of an Alternative Currency Term Rate Loan; provided that if no election is made by the Lead Borrower (x) in the case of an Alternative Currency Daily Rate Loan, by the date that is three Business Days after receipt by the Lead Borrower of such alternative interest rate does not adequately and fairly reflect notice or (y) in the cost case of an Alternative Currency Term Rate Loan, by the last day of the current Interest Period for the applicable Alternative Currency Term Rate Loan, the Lead Borrower shall be deemed to such Lenders of funding the Impacted Loanshave elected clause (a) above.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (aA) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, Loan or (bB) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (i), “Impacted Loans”), or (cii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing Credit Extension of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing Credit Extension of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.

Inability to Determine Rates. (a) If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Agent determines that (aA) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, Loan or (bB) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to this clause (i), “Impacted Loans”), or (cii) the Agent or the Majority Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with a Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, suspended and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. . (b) Notwithstanding the foregoing, if the Majority Lenders have Agent has made the determination described in clauses clause (a), (b) or (ca)(i) of this sectionSection, the Administrative Agent, in consultation with the Borrower and the Majority affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, case such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (ca)(i) of the first sentence of this section or Section, (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted LoansLoans or (3) any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Agent and the Borrower written notice thereof.

Inability to Determine Rates. (a) If the Majority Administrative Agent or the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (bii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or (in connection each case with an existing or proposed Base Rate Loanrespect to clauses (i) and (ii) above, “Impacted Loans”), or (ciii) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and suspended (y) in the event of a determination described in the preceding sentence with respect to the extent of the affected Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case Loans or Interest Periods) until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. . (b) Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower Company and the Majority Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (ba)(i) or (cii) of the first sentence of this section or section, as applicable, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Borrower Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.

Inability to Determine Rates. If Subject to Section 3.08, (i) if the Majority Lenders determine Administrative Agent determines (which determination shall be final and conclusive and binding upon all parties hereto, absent manifest error) that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits in the applicable currency are not being offered to banks in the London interbank eurodollar eurocurrency market for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan, Loan or (b) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan, and no Benchmark Transition Event shall have occurred at such time or (cii) the Eurodollar Required Lenders determine that the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans in the applicable currency shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case suspended until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, in the case of any such Loans denominated in U.S. Dollars will be deemed to have converted such request into a request for a Borrowing of Base Rate ABR Loans in the amount specified therein. Notwithstanding therein and (ii) (A) any outstanding affected Eurocurrency Rate Loans denominated in U.S. Dollars will be deemed to have been converted into ABR Loans at the foregoingend of the applicable Interest Period and (B) any outstanding affected Eurocurrency Rate Loans denominated in a Foreign Currency, if at the Majority Lenders have made the determination described in clauses (a)Borrower’s election, (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until either (1) be converted into a Committed Loan of ABR Loans denominated in U.S. Dollars in the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) Dollar Equivalent of the first sentence amount of this section such outstanding Eurocurrency Rate Loan at the end of the applicable Interest Period or (2) be prepaid at the Administrative Agent or end of the Majority Lenders notify the Administrative Agent and applicable Interest Period in full; 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 alternative interest rate does not adequately notice and fairly reflect (y) the cost last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the Borrower shall be deemed to such Lenders of funding the Impacted Loanshave elected clause (1) above.

Inability to Determine Rates. (a) If the Majority Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (bii) adequate and reasonable means do not exist for determining the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (ciii) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Base Rate component of the Base Rate, the utilization of the Eurodollar Base Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding . (b) If at any time the foregoing, if Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the Majority Lenders circumstances set forth in clause (a)(i) or (a)(ii) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) or (a)(ii) have not arisen but one or more of the following has occurred: (w) the supervisor for the administrator of LIBOR has made a public statement that the determination described in clauses administrator of LIBOR is insolvent (aand there is no successor administrator that will continue publication of LIBOR), (bx) the administrator of LIBOR has made a public statement identifying a specific date after which LIBOR will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of LIBOR), (y) the supervisor for the administrator of LIBOR has made a public statement identifying a specific date after which LIBOR will permanently or indefinitely cease to be published or (cz) the supervisor for the administrator of this section, LIBOR or a Governmental Authority having jurisdiction over the Administrative AgentAgent has made a public statement identifying a specific date after which LIBOR may no longer be used for determining interest rates for loans, in consultation with then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to LIBOR that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest, including any mathematical or other adjustments to the Majority benchmark (if any) incorporated therein, and such other related changes to this Agreement as may be applicable (but, for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Rate). Notwithstanding anything to the contrary in Section 10.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date a copy of such amendment is provided to the Lenders, may establish a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternative interest rate for the Impacted Loans, in which case, such alternative alternate rate of interest shall apply be determined in accordance with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), this clause (b) or (cbut, in the case of the circumstances described in clause (ii) of the first sentence of this section Section 3.03(b), only to the extent LIBOR for such Interest Period is not available or published at such time on a current basis), (2x) any Loan Notice that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and any such Eurodollar Borrowing shall be repaid or converted into a Base Rate Borrowing on the last day of the then current Interest Period applicable thereto, and (y) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as a Base Rate Borrowing; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement; provided that this floor of zero shall not be applied to any Loan with respect to which the Borrower has entered into a corresponding Swap Contract for the amount of such Loan so long as the Borrower has notified the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that of such alternative interest rate does not adequately and fairly reflect the cost Swap Contract at least five (5) Business Days prior to such Lenders of funding the Impacted Loansapplicable Interest Period.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate RateTerm SOFR Loan or a conversion to or continuation thereof thereof, (a) the Administrative Agent determines that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (bii) adequate and reasonable means do not exist for determining the Eurodollar Rate RateTerm SOFR for any requested Interest Period with respect to a proposed Eurodollar Rate RateTerm SOFR Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (a)(i) above, “Impacted Loans”), or (cb) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate RateTerm SOFR for any requested Interest Period with respect to a proposed Eurodollar Rate RateTerm SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate RateTerm SOFR Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate RateTerm SOFR Loans shall be suspended, suspended (to the extent of the affected Eurodollar RateTerm SOFR Loans or Interest Periods) and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate RateTerm SOFR component of the Base Rate, the utilization of the Eurodollar Rate RateTerm SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) Required Lenders revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate RateTerm SOFR Loans (to the extent of the affected Eurodollar RateTerm SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (ca)(i) of this section, the Administrative Agent, in consultation with the Borrower and the Majority affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or section, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If With respect to any RFR Loan or Eurocurrency Rate Loan, subject to Section 3.04, if: (a) the Majority Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that: (i) if Term SOFR, Compounded Reference Rate or Eurocurrency Rate is utilized in any calculations hereunder or under any other Loan Document with respect to any Obligations, interest, fees, commissions or other amounts, “Term SOFR”, “Compounded Reference Rate” or “Eurocurrency Rate”, as applicable, 960766985.12 70 cannot be determined pursuant to the definition thereof on or prior to the first day of any Interest Period; or (ii) [reserved]; (b) [reserved]; or (c) the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate such Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks that, if Term SOFR, Compounded Reference Rate or Eurocurrency Rate is utilized in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period calculations hereunder or under any other Loan Document with respect to a proposed Eurodollar any Obligations, interest, fees, commissions or other amounts, Term SOFR, Compounded Reference Rate Loan or in connection with an existing or proposed Base Rate LoanEurocurrency Rate, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan as applicable, does not adequately and fairly reflect the cost to such Lenders of funding making or maintaining such Eurodollar Rate LoanLoan during the applicable Interest Period, and the Required 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 (in each case with respect applicable Lender. Upon notice thereof by the Administrative Agent to clauses (a)the Borrower, (b) or (c) above, “Impacted Loans”). Thereafter, (x) the any obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspendedin each such Agreed Currency, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component any right of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspendedBorrower to or continue any Loan, in each case such Agreed Currency, shall be suspended (to the extent of the affected RFR Loans or Eurocurrency Rate Loans or the affected Interest Periods) until the Administrative Agent (upon at the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a Borrowing of, conversion to borrowing of or continuation of Eurodollar Rate Loans in each such affected Agreed Currency (to the extent of the affected Loans or the affected Interest Periods) or, failing that, (I) in the case of any request for an affected Term SOFR Borrowing, the Borrower will be deemed to have converted any such request into a request for a Borrowing of Base Rate or conversion to ABR Loans in the amount specified therein. Notwithstanding therein and (II) in the foregoingcase of any request for an affected Eurocurrency Rate Borrowing and Compounded Rate Loan, then such request shall be ineffective provided that if the Majority Lenders circumstances giving rise to such notice do not affect the availability of the Central Bank Rate for any Alternative Currency, such request may, at the election of the Borrower, be made for a CBR Loan in the applicable Alternative Currency and (B)(I) any outstanding affected Term SOFR Loans will be deemed to have made been converted into ABR Loans at the determination described in clauses end of the applicable Interest Period and (a), (bII) or (c) of this section, the Administrative Agent, in consultation with the Borrower any outstanding affected Eurocurrency Rate Loans and the Majority Lenders, may establish an alternative interest rate for the Impacted Compounded Rate Loans, in which caseat the Borrower’s election, such alternative rate of interest shall apply with respect to the Impacted Loans until either (1) be converted into CBR Loans at the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) end of the first sentence of this section or applicable Interest Period, (2) be converted into ABR Loans denominated in Dollars (in an amount equal to the Administrative Agent Dollar Equivalent of the amount in Euros or Sterling, as applicable) at the Majority Lenders notify end of the Administrative Agent and applicable Interest Period or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is the earlier of (x) three Business Days after receipt by the Borrower of such alternative notice or (y) the last day of the current Interest Period, the Borrower shall be deemed to have elected clause (1) above. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest rate does not adequately and fairly reflect on the cost amount so prepaid or converted, together with any additional amounts required pursuant to such Lenders of funding the Impacted LoansSection 3.06.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof that thereof, (a) Dollar (i) the Administrative Agent determines that deposits (whether denominated in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan, or (bii) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan, or (cb) the Eurodollar Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such the Lenders of funding such Eurodollar Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case the Loans with respect to which any determination described in clauses (a), ) or (b) or (c) aboveabove have been made, “the "Impacted Loans”"). Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans in the affected currency or currencies shall be suspendedsuspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon acting on its own or at the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans in the affected currency or currencies under the appropriate Facility (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans under the appropriate Facility in the amount specified therein. Notwithstanding the foregoing, in the event that the Administrative Agent or Required Lenders shall make any determination of the type described in the foregoing paragraph, they shall do so in a manner consistent with the then-prevailing market practice and in a manner consistent with such Administrative Agent or Lender's determinations with respect to loans to other similarly situated borrowers to whom it has extended credit. Notwithstanding the foregoing, if the Majority Administrative Agent or the Required Lenders have made the determination described in clauses (a), (b) or (c) of this sectionSection, the Administrative Agent, Agent in consultation with the Borrower Required Lenders and subject to the Majority Lendersconsent of the Borrower, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or Section, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such the Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof that thereof, (a) Dollar (i) the Administrative Agent determines that deposits are not being offered to banks in the London applicable offshore interbank eurodollar market for Dollars for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan, or (bii) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (a) above, “Impacted Loans”), or (cb) the Eurodollar Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspended, (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified thereintherein in the case of a Committed Borrowing unless an alternative rate has been agreed upon pursuant to the next succeeding paragraph. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, Required Lenders may establish agree upon an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or section, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. (a) If prior to the Majority Lenders determine that for commencement of any reason in connection with any request Interest Period for a Eurodollar Rate Loan or a conversion to or continuation thereof Loan: (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining ascertaining the Adjusted Eurodollar Rate or the Eurodollar Rate, as applicable (including because the Eurodollar Screen Rate is not available or published on a current basis), for any requested the applicable currency and such Interest Period; or (ii) the Administrative Agent is advised by the Required Lenders (or, to the extent relating to Eurodollar Rate Loans in currencies other than Dollars, the Required Specified Currency Limited Currency/Multicurrency Revolving Lenders) that the Adjusted Eurodollar Rate or the Eurodollar Rate, as applicable, for the applicable currency and such Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does will not adequately and fairly reflect the cost to such Lenders (or Lender) of funding making or maintaining their Loans (or its Loan) included in such Borrowing for the applicable currency and such Interest Period; then the Administrative Agent shall give notice thereof to the Parent Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until the Administrative Agent notifies the Parent Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any request that requests the conversion of any Loan in Dollars to, or continuation of a Loan in Dollars as, a Eurodollar Rate Loan shall be ineffective and such Loan shall be -95- continued as a Base Rate Loan, (B) if any Loan Notice requests a Loan that is a Eurodollar Rate Loan in Dollars, such Loan shall be made as a Base Rate Loan, (C) any Loan Notice that requests the making of a Loan in such applicable currency (if such applicable currency is other than Dollars) shall be ineffective and (D) any then-outstanding Loan in such applicable currency (if such currency is other than Dollars) shall be maintained at a rate for the tenor of borrowings in such currency that is comparable to the tenor of the Loans as determined by the Administrative Agent will promptly so notify in good faith plus the Borrower and each Lender (Applicable Percentage; provided, in each the case with respect of Borrowings in Dollars, that if the circumstances giving rise to clauses (a)such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (cii) above, “Impacted Loans”the circumstances set forth in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of the Eurodollar Screen Rate has made a public statement that the administrator of the Eurodollar Screen Rate is insolvent (and there is no successor administrator that will continue publication of the Eurodollar Screen Rate). Thereafter, (x) the obligation administrator of the Lenders Eurodollar Screen Rate has made a public statement identifying a specific date after which the Eurodollar Screen Rate will permanently or indefinitely cease to make or maintain be published by it (and there is no successor administrator that will continue publication of the Eurodollar Rate Loans shall be suspendedScreen Rate), and (y) in the event supervisor for the administrator of the Eurodollar Screen Rate has made a determination described in public statement identifying a specific date after which the preceding sentence with respect Eurodollar Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the Eurodollar Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Eurodollar Screen Rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Parent Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar Rate component that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time (including any mathematical or other adjustments to such alternate rate of interest), and shall enter into, no earlier than five Business Days after such amendment is posted or otherwise distributed to the Lenders, an amendment to this Credit Agreement to reflect such alternate rate of interest and such other related changes to this Credit Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Base RateApplicable Percentage); provided that, if such alternate rate of interest as so determined would be less than zero, such rate in the utilization case of the Eurodollar Rate component in determining the Base Rate Revolver Loans and Delayed Draw Term A Loans shall be suspendeddeemed to be zero for the purposes of this Credit Agreement. Notwithstanding anything to the contrary in Section 11.01, in each case until such amendment shall become effective without any further action or consent of any other party to this Credit Agreement so long as the Administrative Agent (upon the instruction shall not have received, within five Business Days of the Majority Lenders) revokes date such notice. Upon receipt of such noticeamendment is so posted or otherwise distributed to the Lenders as referred to in the previous sentence, a written notice from the Borrower may revoke any pending request for a Borrowing ofRequired Lenders (or, conversion to or continuation of the extent relating to Eurodollar Rate Loans or, failing that, will be deemed relating to have converted such request into a request for a Borrowing of Base Eurodollar Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this sectioncurrencies other than Dollars, the Administrative Agent, in consultation with the Borrower and the Majority Required Specified Currency Limited Currency/Multicurrency Revolving Lenders) stating that such Required Lenders (or Required Specified Currency Limited Currency/Multicurrency Revolving Lenders, as the case may establish be) object to such amendment. Until an alternative interest rate for the Impacted Loans, in which case, such alternative alternate rate of interest shall apply be determined in accordance with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), this clause (b) (but, in the case of the circumstances described in clause (ii)(w), clause (ii)(x) or clause (cii)(y) of the first sentence of this section Section 3.03(b), only to the extent the Eurodollar Screen Rate for the applicable currency and such Interest Period is not available or published at such time on a current basis), (2x) any Loan Notice that requests the Administrative Agent conversion of any Borrowing to, or the Majority Lenders notify the Administrative Agent continuation of any Borrowing as, a Borrowing of Eurodollar Rate Loans shall be ineffective and the Borrower that (y) if any Loan Notice requests a Borrowing of Eurodollar Rate Loans, such alternative interest rate does not adequately and fairly reflect the cost to such Lenders Borrowing shall be made as a Borrowing of funding the Impacted Base Rate Loans.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses clause (a), (b) or (c) above, “Impacted Loans”). Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Majority Lenders notify the Administrative Agent (with, in the case of the Majority Lenders, a copy to Borrower) that the Borrower or Majority Lenders (as applicable) have determined, that:

Inability to Determine Rates. (a) If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereto that (ai) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (bB) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (i), “Impacted Loans”), or (cii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested the Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the applicable Borrower may revoke any pending request for a Borrowing of, of or conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into (x) in the case of a Committed Loan, a request for a Committed Borrowing of Base Rate Loans (y) in the case of a Swing Line Loan, a request for a Swing Line Borrowing of Base Rate Loans and (z) in the case of a New Vehicle Swing Line Loan, a request for a New Vehicle Swing Line Borrowing of Base Rate Loans, in each case, in the amount specified therein. . (b) Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (ca)(i) of this sectionSection and the Company shall so request, the Administrative Agent, in consultation with the Borrower affected Lenders and the Majority LendersCompany shall negotiate in good faith to amend the definition of “Eurodollar Rate” and other applicable provisions to preserve the original intent thereof in light of such change; provided that, may establish an alternative interest rate for the Impacted Loans, in which caseuntil so amended, such alternative rate of interest shall apply with respect Impacted Loans will be handled as otherwise provided pursuant to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence terms of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted LoansSection.

Inability to Determine Rates. If the Majority Lenders determine that Administrative Agent determines, for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that proposed Interest Period, that: (a) Dollar deposits are not being offered to banks in the London interbank eurodollar applicable offshore market for such currency for the applicable amount and Interest Period of such Eurodollar any LIBOR Rate Loan, ; (b) adequate and reasonable means do not exist for determining the Eurodollar LIBOR Rate; or (c) the LIBOR Rate for does not adequately or fairly reflect the cost to the (a) the Administrative Agent shall forthwith notify the Lenders and the Borrowers; and (b) while such circumstances exist, none of the Lenders shall allocate any requested Loans made during such period, or reallocate any 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 LIBOR Rate. If, with respect to any outstanding Interest Period, a proposed Eurodollar Lender notifies the Administrative Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such Loans or that the LIBOR Rate Loan applicable to such Loans will not adequately reflect the cost to the Person of funding or in connection with an existing or proposed Base maintaining such Loans for such Interest Period, then: (i) the Administrative Agent shall forthwith so notify the Borrowers and the Lenders; and (ii) upon such notice and thereafter while such circumstances exist, the applicable Lender shall not make any LIBOR Rate LoanLoans during such period, or (c) the Eurodollar Rate for reallocate any requested Loans allocated to any Interest Period ending during such period, to an Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect which interest is calculated by reference to the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”). ThereafterLIBOR Rate; provided that, (x) if the obligation of the Lenders forgoing notice relates to make or maintain Eurodollar Loans that are outstanding as LIBOR Rate Loans, such Loans shall be suspendedConverted to Alternate Base Rate Loans only on the last day of the then-current Interest Period, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, the Borrower Borrowers may revoke any pending request outstanding Requests for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted LoansBorrowing.

Inability to Determine Rates. (a) If the Majority Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Eurocurrency Loan or a conversion to or continuation thereof that (ai) deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurocurrency Loan, (ii) adequate and reasonable means do not exist for determining the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Loan, or (iii) the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency 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 Eurocurrency Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for the making of, conversion to, or continuation of, Eurocurrency Loans or, failing that, will be deemed to have converted such request into a request for Alternate Base Rate Loans in the amount specified therein. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be made by notice to the Borrower and shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (i) (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, any applicable Eurocurrency Loan or (bB) adequate and reasonable means do not exist for determining the Eurodollar Rate ascertaining LIBOR for Dollars for any requested Interest Period Period, including, without limitation, because the Eurocurrency Base Rate is not available or published on a current basis, and in each case such circumstances are unlikely to be temporary, or (ii) the administrator of the Eurocurrency Base Rate for the applicable currency or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR for Dollars or the Eurocurrency Base Rate for Dollars shall no longer be made available, or used for determining the interest rate of loans (such specific date, the "Scheduled Unavailability Date"), or (iii) syndicated loans in the U.S. market denominated in Dollars being executed at the time, or that include language similar to that contained in this ‎Section 3.07, are being generally executed or amended, as applicable, to incorporate or adopt, as applicable, a new benchmark interest rate to replace LIBOR for the applicable currency, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement (a "LIBOR Successor Amendment") to replace the Eurocurrency Base Rate with respect to a proposed Eurodollar Rate Loan or in connection the applicable currency with an alternate benchmark rate, giving due consideration to any evolving or then existing or convention for similar syndicated credit facilities in the U.S. market denominated in Dollars for such alternative benchmarks (any such proposed Base Rate Loanrate, or a "Replacement Rate") and any such amendment shall become effective at 5:00 p.m. (cNew York time) on the Eurodollar Rate for any requested Interest Period with respect fifth Business Day after the Administrative Agent shall have posted such proposed amendment to a proposed Eurodollar Rate Loan does not adequately all Lenders and fairly reflect the cost Borrower unless, prior to such time, Lenders of funding comprising the Required Lenders have delivered to the Administrative Agent written notice that such Eurodollar Required Lenders do not accept such amendment. If no Replacement Rate Loanhas been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Eurocurrency Loans shall be suspendedsuspended (to the extent of the affected Eurocurrency Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Base Rate component of the Base Rate, the utilization of the Eurodollar Rate component shall no longer be utilized in determining the Alternate Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) revokes such noticeRate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Eurocurrency Loans (to the extent of the affected Eurocurrency Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Alternate Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.

Inability to Determine Rates. (a) If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan denominated in Dollars or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (aA) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan, or (bB) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to this clause (i), “Impacted Loans”), or (cii) the Eurodollar Administrative Agent, the Required Lenders or, with respect to a Eurocurrency Margin Bid Loan, the applicable Bid Loan Lender(s) determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspendedsuspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders or Bid Loan Lender(s) described in clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Majority LendersRequired Lenders or Bid Loan Lender(s)) revokes such notice. Upon receipt of such notice, the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. . (b) Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (ci) of this sectionSection 3.03(a), the Administrative Agent, in consultation with the Borrower and the Majority LendersCompany, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (ci) of the first sentence of this section or Section, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Borrower Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund 145501075_6 Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof. (c) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, in connection with Eurocurrency Rate Loans denominated in Dollars: (i) On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-week, 1-month, 2-month, 3-month, 6-month and 12- month U.S. Dollar LIBOR tenor settings. On the earliest of (A) the date that all Available Tenors of U.S. Dollar LIBOR have permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative, (B) June 30, 2023 and (C) the Early Opt-in Effective Date in respect of a SOFR Early Opt-in, if the then-current Benchmark is LIBOR, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Loan Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis. (ii) (x) Upon (A) the occurrence of a Benchmark Transition Event or (B) a determination by the Administrative Agent that neither of the alternatives under clause (1) of the definition of Benchmark Replacement are available, the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Company without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders (and any such objection shall be conclusive and binding absent manifest error); provided that, for purposes of this clause (ii), solely in the event of the occurrence of a Benchmark Transition Event as contemplated by the preceding subclause (x)(A) that the then-current Benchmark at the time of such Benchmark Transition Event is not a SOFR-based rate, the Benchmark Replacement therefor shall be determined in accordance with clause (1) of the definition of Benchmark Replacement unless the Administrative Agent determines that neither of such alternative rates is available.

Inability to Determine Rates. If With respect to any Term Benchmark Loan or SXXXX Loan, subject to Section 2.22, if (a) the Majority Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that: (i) (A) if the Adjusted Term SOFR Rate or Adjusted EURIBOR Rate is utilized in any calculations hereunder or under any other Loan Document with respect to any Obligations, interest, fees, commissions or other amounts, “Adjusted Term SOFR Rate” or “Adjusted EURIBOR Rate” cannot be determined pursuant to the definition thereof on or prior to the first day of any Interest Period or (B) if Daily Simple SXXXX is utilized in any calculations hereunder or under any other Loan Document with respect to any Obligations, interest, fees, commissions or other amounts, “Daily Simple SXXXX” cannot be determined pursuant to the definition thereof; or (ii) with respect to any such Loan denominated in an Alternative Currency, a fundamental change has occurred in the foreign exchange or interbank markets with respect to such Alternative Currency (including changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls); or (b) with respect to any Term Benchmark Loan or any request therefor or a conversion thereto or a continuation thereof, the Required Lenders determine (which determination shall be conclusive and binding absent manifest error) that deposits in the applicable Agreed Currency are not being offered to banks in the applicable offshore interbank market for the applicable Agreed Currency, amount or Interest Period of such Term Benchmark Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent; or (c) the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate such Loan or a conversion to thereto or a continuation thereof that (ai) Dollar deposits are not being offered to banks if the Adjusted Term SOFR Rate or Adjusted EURIBOR Rate is utilized in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period calculations hereunder or under any other Loan Document with respect to a proposed Eurodollar any Obligations, interest, fees, commissions or other amounts, the Adjusted Term SOFR Rate Loan or in connection with an existing or proposed Base Rate LoanAdjusted EURIBOR Rate, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan as applicable, does not adequately and fairly reflect the cost to such Lenders of funding making or maintaining such Eurodollar Rate LoanLoan during the applicable Interest Period or (ii) if Daily Simple SXXXX is utilized in any calculations hereunder or under any other Loan Document with respect to any Obligations, interest, fees, commissions or other amounts, Daily Simple SXXXX does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans, and, in the case of (i) or (ii), the Required 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 (applicable Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make Term Benchmark Loans or SXXXX Loans, as applicable, in each such Agreed Currency, and any right of the Borrower to convert any Loan in each such Agreed Currency (if applicable) to or continue any Loan as a Term Benchmark Loans or SXXXX Loan, as applicable, in each such Agreed Currency, shall be suspended (to the extent of the affected Term Benchmark Loans or SXXXX Loans or, in the case of Term Benchmark Loans, the affected Interest Periods) until the Administrative Agent (with respect to clauses (a), clause (b) or (c) above), “Impacted Loans”). Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon at the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Eurodollar Rate Term Benchmark Loans or SXXXX Loans in each such affected Agreed Currency (to the extent of the affected Term Benchmark Loans or, in the case of Term Benchmark Loans, the affected Interest Periods or SXXXX Loans) or, failing that, (I) in the case of any request for an affected Term Benchmark Borrowing in Dollars, the Borrower will be deemed to have converted any such request into a request for a Borrowing of Base Rate or conversion to ABR Loans in the amount specified therein. Notwithstanding therein and (II) in the foregoingcase of any request for an affected Term Benchmark Borrowing or SXXXX Borrowing in an Alternative Currency, if then such request shall be ineffective and (B) any outstanding affected Loans denominated in an Alternative Currency, at the Majority Lenders have made the determination described in clauses (a)Borrower’s election, (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until either (1) the Administrative Agent revokes the notice delivered with respect be converted into ABR Loans denominated in Dollars (in an amount equal to the Impacted Loans under clauses (a)Dollar Equivalent of such Alternative Currency) immediately or, (b) or (c) in the case of Term Benchmark Loans, at the end of the first sentence of this section applicable Interest Period or (2) be prepaid in full immediately or, in the Administrative Agent or case of Term Benchmark Loans, at the Majority Lenders notify end of the Administrative Agent and applicable Interest Period; provided that if no election is made by the Borrower by the date that is the earlier of (x) three Business Days after receipt by the Borrower of such alternative notice or (y) with respect to a Term Benchmark Loan, the last day of the current Interest Period, the Borrower shall be deemed to have elected clause (1) above. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest rate does not adequately and fairly reflect on the cost amount so prepaid or converted, together with any additional amounts required pursuant to such Lenders of funding the Impacted LoansSection 2.16.

Inability to Determine Rates. If Subject to Section 3.7 below, if (i) Administrative Agent or the Majority Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (aA) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (bB) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (cC) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, or (D) ICE has ceased to calculate the Eurodollar Rate, or (ii) by reason of any Change in Law any Lender would become subject to restrictions on the amount of a category of liabilities or assets which it may hold and notifies Administrative Agent of same, Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such noticenotice because the circumstances giving rise to such condition no longer exist or a Benchmark Replacement and Benchmark Replacement Adjustment have been established pursuant to Section 3.7. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans Borrowings or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans Borrowing in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.

Inability to Determine Rates. (a) If the Majority Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar applicable Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Eurocurrency Rate Loan, or (c) that the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Loan, or that Dollar deposits are not being offered to banks in the London interbank eurodollar, or other applicable, market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower Borrowers and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (xi) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspended, suspended and (yii) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case case, until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar such Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request request, if applicable, into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), . (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) If at any time the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses determines (awhich determination shall be conclusive absent manifest error), (b) or (c) of the first sentence of this section or (2) Required Lenders notify the Administrative Agent (with a copy to the Borrower Representative) that (i) the circumstances set forth in clause (a) above have arisen and such circumstances are unlikely to be temporary or (ii) the Majority Lenders notify circumstances set forth in clause (a) above have not arisen but the supervisor for the administrator of the Eurocurrency Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Eurocurrency Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower Representative shall endeavor to establish an alternate rate of interest to the Eurocurrency Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 11.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, written notice from the Required Lenders stating that such alternative interest rate does not adequately and fairly reflect the cost Required Lenders object to such Lenders of funding the Impacted Loansamendment.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof (a) the Required Lenders determine that for any reason that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (bii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or (in connection each case with an existing or proposed Base Rate Loanrespect to clause (a)(i) above, “Impacted Loans”), or (cb) the Required Lenders determine for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Borrowers and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case suspended until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders a determination shall have been made the determination as described in clauses clause (a), (b) or (ca)(i) of this section, the Administrative Agent, in consultation with the Borrower Borrowers and the Majority affected Lenders, may establish an alternative interest rate for the Impacted Loans that reflects the all-in-cost of funds for such Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or section, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Borrower Borrowers that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrowers written notice thereof.

Inability to Determine Rates. If the Majority Lenders determine that for any reason Agent determines in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the (such notice, a “Rate Determination Notice”) Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case suspended until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt If such notice is given, during the 30-day period following such Rate Determination Notice (the “Negotiation Period”), Agent and Borrower will negotiate in good faith with a view to agreeing upon a substitute interest rate basis (having the written approval of the Required Lenders) for the Interest Period(s) to which such noticeRate Determination Notice relates which shall reflect the cost to the Lenders of funding such Loans from alternative sources (a “Substitute Basis”), and if such Substitute Basis is so agreed upon during the Negotiation Period, such Substitute Basis shall apply in lieu of the Eurodollar Rate to the Interest Period(s) to which such Rate Determination Notice relates, until the circumstances giving rise to such notice have ceased to apply. If a Substitute Basis is not agreed upon during the Negotiation Period, Borrower may elect to prepay the affected Loans pursuant to Section 2.05(a); provided, that if Borrower does not elect to so prepay, then (i) the affected Loans shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate from and after the first day of the affected Interest Period to which such Rate Determination Notice relates, payable in accordance with Section 2.08, and (ii) Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, Borrower will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.

Inability to Determine Rates. If If, prior to the Majority commencement of any Interest Period for any Borrowing of Eurodollar Rate Loans: (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate (including, without limitation, because the Screen Rate is not available or published on a current basis) for such Interest Period, or (ii) the Administrative Agent shall have received notice from the Required Lenders or the Borrower that the Eurodollar Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Loans for such Interest Period, then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) the obligations of the Lenders to make Eurodollar Rate Loans or to continue or convert outstanding Loans as or into Eurodollar Rate Loans shall be suspended and (ii) unless an amendment becomes effective in accordance with Section 3.03(ii), all such affected Loans shall be converted into Base Rate Loans on the last day of the then current Interest Period applicable thereto unless the Borrower prepays such Loans at the Borrower’s election in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Borrowing of Eurodollar Rate Loans for which a Committed Loan Notice has previously been given that it elects not to borrow, continue or convert to a Borrowing of Eurodollar Rate Loans on such date, then such Borrowing shall be made as, continued as or converted into a Base Rate Loan. (iii) . Subject to Section 2.202.19, if, on or prior to the first day of any Interest Period for any SOFR Loan: (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 Required Revolving Lenders determine that for any reason in connection with any request for a Eurodollar Rate SOFR Loan or a conversion to thereto or a continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate Adjusted Term SOFR for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding making and maintaining such Eurodollar Rate Loan, and the Required Revolving Lenders have provided notice of such determination to the Administrative Agent, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect Revolving Credit Lender. Upon notice thereof by the Administrative Agent to clauses (a)the Borrower, (b) or (c) above, “Impacted Loans”). Thereafter, (x) the any obligation of the Revolving Credit Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or maintain Eurodollar to convert Base Rate Loans to SOFR Loans, shall be suspended, and suspended (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component extent of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case affected SOFR Loans or affected Interest Periods) until the Administrative Agent (upon with respect to clause (ii), at the instruction of the Majority Required Revolving Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Eurodollar Rate SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified thereintherein and (y) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Notwithstanding Upon any such conversion, the foregoingBorrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.202.19, if the Majority Lenders have made Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the determination described in clauses (a), (b) or (c) of this sectiondefinition thereof on any given day, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest on Base Rate Loans shall apply with respect to the Impacted Loans until (1) be determined by the Administrative Agent revokes the notice delivered with respect without reference to the Impacted Loans under clauses (a), (b) or clause (c) of the first sentence definition of this section or (2) “Base Rate” until the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that revokes such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.determination. 108 US-DOCS\136335661.3140506888.9

Inability to Determine Rates. (a) If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar RateTerm SOFR Loan, Daily SOFR Loan or Daily Floating LIBORan Alternative Currency Term Rate Loan or a conversion toof Base Rate Loans to Term SOFR Loans or Daily SOFR Loans or a continuation thereof thereofof any of such Loans, as applicable, (i) the Administrative Agent determines that (aA) Dollar deposits are not being offered to banks in the London interbank eurodollar market marketin its reasonable discretion (which determination shall be conclusive absent manifest error) that (A) no Successor Rate for the Relevant Rate for (1) the applicable amount and Interest Period PeriodAgreed Currency has been determined pursuant to Section 3.03(b), (c) or (d), and the circumstances under clause (i) of such Eurodollar Rate LoanLoanSection, as applicable, or (b2) the applicable amount ofScheduled Unavailability Date, has occurred with respect to such Daily Floating LIBORRelevant Rate Loan(as applicable), or (B) adequate and reasonable means do not otherwise exist for determining the EurodollarRelevant Rate for the applicable Agreed Currency for any determination date(s) or requested Interest Period or the Daily Floating LIBOR Rate, as applicable, with respect to a proposed Eurodollar RateTerm SOFR Loan, Daily SOFR Loan or Daily Floating LIBORan Alternative Currency Term Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (i), “Impacted Loans”)or Canadian Prime Rate Swing Line Loan, or (ii) the Administrative Agent or the Required Lenders determine, in their reasonable discretion, that for any reason that the EurodollarRelevant Rate with respect to a proposed Loan denominated in an Agreed Currency for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base the Daily Floating LIBOR Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Daily Floating LIBOR Rate Loan Loanor determination date(s) does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Borrower BorrowerCompany and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar EurodollarLoans in the affected currencies, as applicable, or to convert Base Rate Loans to Term SOFR Loans or Daily Floating LIBOR RateSOFR Loans, shall be suspended, ( in each case to the extent of the affected Eurodollar Rate Loans, Daily Floating LIBORSOFR Loans, Term SOFR Loans, Alternative Currency Term Rate Loans or Interest Periods)Period or determination date(s), as applicable, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate RateTerm SOFR component of the Base Rate or the CDOR component of the Canadian Prime Rate, the utilization of the Eurodollar Rate RateTerm SOFR and/or the CDOR component in determining the Base Rate or Canadian Prime Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Xxxxxxx described in clause (ii) of this Section 3.03(a), until the Administrative Agent upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower BorrowerBorrowers may revoke any pending request for a Borrowing of, or conversion to to, or continuation of Eurodollar RateTerm SOFR Loans, Daily SOFR Loans or Daily Floating LIBORAlternative Currency Term Rate Loans, as applicable ( to the extent of the affected Eurodollar RateTerm SOFR Loans, Daily Floating LIBORSOFR Loans, Alternative Currency Term Rate Loans or Interest Periods)Period or determination date(s), as applicable or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans indenominated in Dollars in the Dollar Equivalent of the amount specified therein. therein and (ii) (A) any outstanding Term SOFR Loans or Daily SOFR Loans shall be deemed to have been converted to Base Rate Loans immediately at the end of their respective applicable Interest Period and (B) any outstanding affected Alternative Currency Term Rate Loans, at the Company’s election, shall either (1) be converted into a Committed Borrowing of Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount of such outstanding Alternative Currency Term Rate Loan at the end of the applicable Interest Period or (2) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Company by the last day of the current Interest Period for the applicable Alternative Currency Term Rate Loan, the Company shall be deemed to have elected clause (1) above. (b) Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (ci) of this sectionSection 3.03(a), the Administrative Agent, in consultation with the Borrower and the Majority Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1i) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (ci) of the first sentence of this section or Section 3.03(a), (2ii) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans., or (iii) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof (a)(i) the Administrative Agent determines that deposits (awhether in Dollars or an Alternative Currency) Dollar deposits are not being offered to banks in the London applicable interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan, or (bii) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (a) above, “Impacted Loans”), or (cb) the Eurodollar Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”). Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses (a), (b) or (c) of this sectionSection, the Administrative Agent, in consultation with the Borrower Company and the Majority affected Lenders, may establish an alternative interest rate for the Impacted LoansLoans (which in no event shall be less than zero), in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or Section, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Borrower Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.

Inability to Determine Rates. If and to the Majority Lenders determine extent that for any reason the actions described in Section 1.09 are not available, if in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof (a) Administrative Agent determines that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (bii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (a)(i) above, “Impacted Loans”), or (cb) Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, and, in the Administrative case of both clauses (a) and (b),Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (ca)(i) of this sectionSection, the Administrative Agent, in consultation with the Borrower and the Majority affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.Section,

Inability to Determine Rates. If Subject to Section 3.3(b), if (i) Administrative Agent or the Majority Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan LIBOR Portion or a conversion to or continuation thereof that (aA) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate LoanLIBOR Portion, (bB) adequate and reasonable means do not exist for determining the Eurodollar Rate LIBOR for any requested Interest Period with respect to a proposed Eurodollar Rate Loan LIBOR Portion or in connection with an existing or proposed Base Rate LoanPortion, or (cC) the Eurodollar Rate LIBOR for any requested Interest Period with respect to a proposed Eurodollar Rate Loan LIBOR Portion does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate LoanLIBOR Portion, or (ii) by reason of any Change in Law any Lender would become subject to restrictions on the amount of a category of liabilities or assets which it may hold and notifies Administrative Agent of same, Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)other Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans LIBOR Portions shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate LIBOR component of the Base Rate, the utilization of the Eurodollar Rate LIBOR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans LIBOR Portions or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans Portions in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.

Inability to Determine Rates. If the Majority Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan (including, for all purposes under this Section 3.03, GO Bond Term Loans) or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Revolving Credit Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Revolving Credit Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans (i) in respect to the applicable amount and Interest Period referred to in the preceding clause (a), or (ii) in the circumstances referred to in the preceding clauses (b) and (c), shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Revolving Credit Loans or, failing that, will be deemed to have converted such request into a request for a Revolving Credit Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.

Inability to Determine Rates. If the Majority Required Lenders reasonably determine that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits in an applicable currency are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Eurocurrency Rate Loan, or (c) the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender Lender. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurocurrency Rate Competitive Loan pursuant to Section 2.03 to be made after such determination shall be of no force and effect and shall be denied by the Administrative Agent, (ii) any request by the Borrower for a Eurocurrency Rate Loan denominated in Dollars pursuant to Section 2.02 to be made after such determination shall be deemed to be a request for a Base Rate Loan, (iii) any request by the Borrower for a Multicurrency Loan denominated in a Foreign Currency to be made after such determination shall not be made and (iv) any request by the Borrower for conversion into or a continuation of a Eurocurrency Rate Loan pursuant to Section 2.02 to be made after such determination shall have no force and effect (in each the case with respect to clauses (a), (bof a requested conversion) or (c) above, “Impacted Loans”). Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspendeddeemed to be a request for a conversion into a Base Rate Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multicurrency Loan denominated in a Foreign Currency shall be of no force and (y) effect and any outstanding Multicurrency Loans in a Foreign Currency shall be due and payable on the first day of such Interest Period. Also, in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) revokes any such notice. Upon receipt of such noticedetermination, the Borrower may revoke any pending request for a Borrowing ofshall be entitled, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoingits sole discretion, if the Majority Lenders have made the determination described in clauses (a)requested Competitive Loan has not been made, (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) cancel its acceptance of the first sentence of this section Competitive Bids or (2) to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loanshereunder shall be conclusive absent manifest error.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise (i) the Administrative Agent determines that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan Loan, or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (a) above, “Impacted Loans”) or adequate and reasonable means do not exist for determining the Daily Floating Eurodollar Rate, or (cii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such the Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)all Lenders. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, suspended and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case case, until the Administrative Agent (upon the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing ofBorrowing, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (c) of this sectionSection, the Administrative Agent, in consultation with the Borrower and the Majority affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or section, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If the Majority Required Lenders reasonably determine that for thatfor any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (a) the Administrative Agent determines that (aai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (bbii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) (in each case with respect to clause (a)(i) above, “Impacted Loans”), (b) the Administrative Agent or the Required Lenders reasonably determine that the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.