Common use of Inability to Determine Rates Clause in Contracts

Inability to Determine Rates. If the Administrative Agent or the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan denominated in any currency, or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Rate for any currency requested Interest Period with respect to such proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in such currency shall be suspended until the Administrative Agent (upon the instruction of the 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 Eurocurrency Rate Loans or, failing that, (i) in the case of Loans denominated 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 and (ii) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period).

Inability to Determine Rates. If the Administrative Agent or the Required 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 Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated or in any currencyconnection with an existing or proposed Base Rate Loan, or (c) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each LenderLender (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 Eurocurrency Eurodollar Rate Loans in such currency 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 Required Majority 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 Eurocurrency Eurodollar Rate Loans or, failing that, (i) in the case of Loans denominated 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 and therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (iia), (b) in the case or (c) of a Revolving Credit Loan to be denominated in a currency other than Dollarsthis section, unless the Administrative Agent, in consultation with the relevant Revolving Credit Lenders Borrower and the Borrowers otherwise agree to a substitute Majority Lenders, may establish an alternative interest rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (for the Impacted Loans, in which case, such substitute alternative rate of interest shall be deemed apply with respect to be the “Eurocurrency Rate” for Impacted Loans until (1) the applicable BorrowingAdministrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount (b) or (c) of the requested Borrowing first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and all Revolving Credit Loans then outstanding the Borrower that are denominated in such currency shall be repaid at alternative interest rate does not adequately and fairly reflect the end cost to such Lenders of funding the then current Interest Period)Impacted Loans.

Inability to Determine Rates. If the Administrative Agent or the Required 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 Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated or in any currencyconnection with an existing or proposed Base Rate Loan, or (c) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each LenderLender (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 Eurocurrency Eurodollar Rate Loans in such currency 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 Required Majority 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 Eurocurrency Eurodollar Rate Loans or, failing that, (i) in the case of Loans denominated 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 and therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (iia), (b) in the case or (c) of a Revolving Credit Loan to be denominated in a currency other than Dollarsthis section, unless the Administrative Agent, in consultation with the relevant Revolving Credit Lenders Borrower and the Borrowers otherwise agree to a substitute Majority Lenders, may establish an alternative interest rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (for the Impacted Loans, in which case, such substitute 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 be 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 “Eurocurrency LIBOR Successor Rate” shall provide that in no event shall such LIBOR Successor Rate be less than zero for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount purposes of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)this Agreement.

Inability to Determine Rates. If 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 (i) 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 or (ii) 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 Loan (in each case with respect to this clause (a), “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan denominated in any currency, or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Rate for any currency requested Interest Period with respect to such proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such the Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lenderall Lenders. Thereafter, (i) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in with an Interest Period having the duration of such currency Interest Period shall be suspended suspended, and (ii) 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 Required Lenders) revokes such notice. Upon receipt of such notice, the Parent Borrower may revoke any pending request for a Borrowing ofBorrowing, conversion to or continuation of Eurocurrency Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, (i) in the case of Loans denominated 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 and therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (iia) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollarsthis Section 3.03, unless the Administrative Agent, in consultation with the relevant Revolving Credit Lenders Borrower and the Borrowers otherwise agree to a substitute affected Lenders, may establish an alternative interest rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (for the applicable Impacted Loans, in which case, such substitute alternative interest rate shall be deemed apply with respect to be such Impacted Loans until (1) the “Eurocurrency Rate” for Administrative Agent revokes the notice delivered with respect to the applicable Borrowing)Impacted Loans under the first sentence of this Section 3.03, (2) the Administrative Agent 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 Revolving Credit Loan shall be made in Dollars in Lender provides the Dollar Equivalent amount of Administrative Agent and the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)Borrower written notice thereof.

Inability to Determine Rates. If 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 (i) 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 or (ii) 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 Loan (in each case with respect to this clause (a), “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan denominated in any currency, or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Rate for any currency requested Interest Period with respect to such proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such the Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lenderall Lenders. Thereafter, (i) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in with an Interest Period having the duration of such currency Interest Period shall be suspended suspended, and (ii) 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 Required Lenders) revokes such notice. Upon receipt of such notice, the Parent Borrower may revoke any pending request for a Borrowing ofBorrowing, conversion to or continuation of Eurocurrency Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, (i) in the case of Loans denominated 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 and therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (iia) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollarsthis Section 3.03, unless the Administrative Agent, in consultation with the relevant Revolving Credit Lenders Borrower and the Borrowers otherwise agree to a substitute affected Lenders, may establish an alternative interest rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (for the applicable Impacted Loans, in which case, such substitute alternative interest rate shall be deemed apply with respect to be such Impacted Loans until (1) the “Eurocurrency Rate” for Administrative Agent revokes the notice delivered with respect to the applicable Borrowing)Impacted Loans under the first sentence of this Section 3.03, (2) the Administrative Agent 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 Revolving Credit Loan shall be made in Dollars in Lender provides the Dollar Equivalent amount of Administrative Agent and the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)Borrower written notice thereof.

Inability to Determine Rates. If the Administrative Agent or the Required Lenders determine that for any reason in connection with any request for a LIBO Rate Loan or a BA Equivalent Loan, or a conversion to or continuation thereof that (a) with respect to LIBO Rate Loans only, Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such LIBO Rate Loan, (b) with respect to BA Equivalent Loans only, there is no market for Bankers Acceptances, (c) adequate and reasonable means do not exist for determining the Eurocurrency LIBO Rate or the BA Rate for any requested Interest Period with respect to a proposed Eurocurrency LIBO Rate Loan denominated in any currencyor BA Equivalent Loan, or (d) the Required Lenders (excluding for all purposes of this Section 3.02 only, LIBO Rate or the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency BA Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency LIBO Rate Loan or BA Equivalent Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent (if with respect to LIBO Rate Loans made to a Domestic Borrower) will promptly so notify the Parent Lead Borrower and each Domestic Lender or the Canadian Agent (if with respect to LIBO Rate Loans or BA Equivalent Loans made to the Canadian Borrower) will promptly so notify the Canadian Borrower and each Canadian Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency LIBO Rate Loans in such currency or of the Canadian Lenders to make or maintain BA Equivalent Loans, as applicable, shall be suspended until the Administrative Agent or the Canadian Agent, as applicable (but in either case upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Parent Lead Borrower may revoke any pending request for a Committed Borrowing of, conversion to or continuation of Eurocurrency LIBO Rate Loans made to a Domestic Borrower or the Canadian Borrower may revoke any pending request for a Committed Borrowing of, conversion to or continuation of LIBO Rate Loans or BA Equivalent Loans, as applicable, made to the Canadian Borrower, as applicable, or, failing that, (i) in the case of Loans denominated in Dollars, will be deemed to have converted such request into either a request for a Committed Domestic Borrowing of Base Domestic Prime Rate Loans in the amount specified therein and (ii) therein, or a request for a Committed Canadian Borrowing of Canadian Prime Rate Loans in the case of a Revolving Credit Loan to be denominated in a currency other than Dollarsamount specified therein, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)as applicable.

Inability to Determine Rates. If If, on or before the first day of any Interest Period for any LIBO Rate Loan (i) Administrative Agent or determines that the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Eurocurrency 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 Eurocurrency Rate Loan denominated in any currencychange of circumstances compared to the totality of the circumstances that existed on the Closing Date), or (ii) Lenders holding in the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion aggregate at least 33.33% of the Total Outstandings then outstanding and unused Commitments unpaid principal amount of LIBO Rate Loans shall advise Administrative Agent that are not available (x) the rates of interest for such LIBO Rate Loans in such currency) determine that the Eurocurrency Rate for any currency requested Interest Period with respect to such proposed Eurocurrency Rate Loan does do not adequately and fairly reflect the cost to such Lenders of funding maintaining or continuing such Loan, or that deposits in LIBO Rate Loans (compared to the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender. Thereafter, the obligation totality of the Lenders to make circumstances that existed on the Closing Date) or maintain Eurocurrency Rate Loans in such currency shall be suspended until the Administrative Agent (upon the instruction of the Required Lendersy) 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 Eurocurrency Rate Loans or, failing that, (i) in the case of Loans denominated 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 and (ii) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made deposits in Dollars in the Dollar Equivalent amount 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 requested Borrowing (“Notice of Inability to Determine Rates”). After the giving of any such Notice of Inability to Determine Rates and all Revolving Credit until Administrative Agent shall otherwise notify Borrower and the Lenders that the circumstances giving rise to such condition no longer exist, Borrower’s right to request the continuation of LIBO Rate Loans then outstanding that are denominated in such currency shall be repaid suspended. Any Loan outstanding at the commencement of any such suspension shall be converted at the end of the then current Interest PeriodPeriod 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 Applicable Base Rate Margin. All computations with respect to such Base Rate Loan shall be made as set forth in the last sentence of Section 2.1(d).

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, (a) the Administrative Agent determines that (i) 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 the Required Lenders determine that for any reason (ii) adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Committed Loan or in connection with an existing or proposed Base Rate Loan denominated (in any currencyeach case with respect to clause (a) above, “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders (excluding determine for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine any reason that the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Committed Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency 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 Parent Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency 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 Administrative Agent or the Required Lenders, depending on who made the determination) 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 Eurocurrency Eurodollar Rate Committed Loans suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, (i) in the case of Loans denominated in Dollars, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein and therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (iia)(i) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollarsthis Section, unless the Administrative Agent, in consultation with the relevant Revolving Credit Lenders Borrower and the Borrowers otherwise agree to a substitute affected Lenders, may establish an alternative interest rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (for the Impacted Loans, in which case, such substitute alternative rate of interest shall be deemed apply with respect to be the “Eurocurrency Rate” for Impacted Loans (unless the applicable Borrowing)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 clause (a) of the first sentence of this Section, (2) the Administrative Agent or the 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 Revolving Credit Loan shall be Lender determines that any Law has made in Dollars in 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 Dollar Equivalent amount authority of such Lender to do any of the requested Borrowing (foregoing and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at provides the end of Administrative Agent and the then current Interest Period)Borrower written notice thereof.

Inability to Determine Rates. If in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof, (a) (i) the Administrative Agent determines that (i) deposits are not being offered to banks in the applicable offshore interbank market for Dollars for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or the Required Lenders determine that for any reason (ii) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan denominated or in any currencyconnection with an existing or proposed Base Rate Loan, (in each case with respect to clause (a) above, “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that for any reason the Eurocurrency Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in such currency Dollars shall be suspended 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 Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Parent Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans in Dollars (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, (i) in the case of Loans denominated in Dollars, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein and (ii) therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in the case of a Revolving Credit Loan to be denominated in a currency other than Dollarsthis Section, unless the Administrative Agent, in consultation with the relevant Revolving Credit Lenders Borrower and the Borrowers otherwise agree to a substitute Required Lenders, may establish an alternative interest rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (for the Impacted Loans, in which case, such substitute alternative rate of interest shall be deemed apply with respect to be the “Eurocurrency Rate” for Impacted Loans until (1) the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in Administrative Agent revokes the Dollar Equivalent amount notice delivered with respect to the Impacted Loans under clause (a) of the requested Borrowing first sentence of this section, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and all Revolving Credit 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 then outstanding that are denominated in whose interest is determined by reference to such currency shall be repaid at 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 end authority of such Lender to do any of the then current Interest Period)foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, the Administrative Agent or Lender determines that (a) Dollar deposits are not being offered to banks in the Required Lenders determine that London interbank eurodollar market for any reason the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated or in any currencyconnection with an existing or proposed Base Rate Loan, or (c) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders the Lender of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Eurodollar Rate Loan, the Administrative Agent Lender will promptly so notify the Parent Borrower and each LenderBorrower. Thereafter, (i) the obligation of the Lenders Lender to make or maintain Eurocurrency Eurodollar Rate Loans in such currency shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (ii) 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 Required Lenders) Lender revokes such notice. Upon receipt of such notice, the Parent Borrower may revoke any pending request for a Term Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, (i) in the case of Loans denominated in Dollars, will be deemed to have converted such request into a request for a Term Borrowing of Base Rate Loans in the amount specified therein and (ii) therein. Notwithstanding the foregoing, in the case of a Revolving Credit such pending request, the Lender, in consultation with the Borrower, may establish an alternative interest rate for funding Term Loans in the applicable amount, and with the same Interest Period as the Term Loan requested to be denominated in a currency other than Dollarsmade, unless converted or continued, as the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (case may be in which case, such substitute alternative rate of interest shall be deemed apply with respect to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)Term Loans.

Inability to Determine Rates. If the Administrative Agent or the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion thereto that (a) adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated or in any currencyconnection with an existing or proposed Base Rate Loan, or (b) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency 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 Required Lenders) revokes such notice. Upon receipt of such notice, the Parent Borrower Company may revoke any pending request for a Borrowing of, of or conversion to or continuation of Eurocurrency Eurodollar Rate Loans or, failing that, (i) in the case of Loans denominated in Dollars, 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 in the amount specified therein and Loans, (ii) in the case of a Revolving Credit Loan to be denominated in New Vehicle Floorplan Swing Line Loan, a currency other than Dollarsrequest for a New Vehicle Floorplan Swing Line Borrowing of Base Rate Loans, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars iii) in the Dollar Equivalent 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 of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)specified therein.

Inability to Determine Rates. (a) If the Administrative Agent or the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Loan or a conversion to or continuation thereof that (i) 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 Rate Loan denominated in any currencyLoan, or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currencyiii) determine that the Eurocurrency Base Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in such currency shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Parent 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 any applicable Eurocurrency Loan or (B) adequate and reasonable means do not exist for ascertaining LIBOR for Dollars for any requested Interest 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 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 Dollars 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 the Borrower 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 the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Loans shall be suspended (to the extent of the affected Eurocurrency Loans or Interest Periods), and (y) the Eurocurrency Base Rate component shall no longer be utilized in determining the Alternate Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Loans or Interest Periods) or, failing that, (i) in the case of Loans denominated in Dollars, 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 and (ii) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)therein.

Inability to Determine Rates. If (a) If, in connection with any request for a Eurodollar Rate Loan, or a conversion to or continuation thereof, (i) the Administrative Agent 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, or the Required Lenders determine that for any reason (B) adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated in any currencyLoan, or in connection with an existing or proposed Base Rate Loan, and (I) the Required Lenders circumstances described in clause (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are c)(i) below do not available for Loans apply (in such currency) determine that the Eurocurrency Rate for any currency requested Interest Period each case with respect to such proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loanthis clause (a)(i), or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan“Impacted Loans”), then, the Administrative Agent Lender will promptly so notify the Parent Borrower and each LenderBorrower. Thereafter, (A) the obligation of the Lenders Lender to make or maintain Eurocurrency Eurodollar Rate Loans in such currency shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (B) 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 Required Lenders) Lender revokes such notice. Upon receipt of such notice, the Parent Borrower may revoke any pending request for a Borrowing of, conversion to to, or continuation of Eurocurrency Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods), or, failing that, (i) in the case of Loans denominated 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 and therein. (iib) Notwithstanding anything to the contrary in the case of a Revolving Credit Loan to be denominated foregoing, if the Lender has made the determination described in a currency other than Dollarsclause (a)(i) above, unless then the Administrative AgentLender, in consultation with the relevant Revolving Credit Lenders and Borrower, may establish an alternative interest rate for the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (Impacted Loans, in which case, such substitute alternative rate of interest shall apply with respect to the Impacted Loans until: (i) the Lender revokes the notice delivered with respect to the Impacted Loans under clause (a)(i) above; (ii) the Lender notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to 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 be have converted such request into a request for a Borrowing of Base Rate Loans (subject to the “Eurocurrency Rate” for the applicable Borrowingforegoing clause (d)(ii), such Revolving Credit Loan shall be made in Dollars ) in the Dollar Equivalent 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 requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated 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 currency shall be repaid at the end LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of the then current Interest Period)any other party to this Agreement.

Inability to Determine Rates. If the Administrative Agent or Subject to Section 1.12, if the Required Lenders reasonably determine in good faith that for any reason in connection with any request for a Eurocurrency Rate Loan or a SOFR Loan or a conversion to or continuation thereof that (a) in the case of Eurocurrency Rate Loans, deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount, currency and Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Adjusted Term SOFR for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan denominated or SOFR Loan or in any currency, connection with an existing or the Required Lenders proposed Base Rate Loan or (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currencyc) determine that the Eurocurrency Rate or Adjusted Term SOFR for any currency requested Interest Period with respect to such a proposed Eurocurrency Rate Loan or SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower Company and each Lender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in such currency or SOFR Loans shall be suspended suspended, and (ii) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate or Adjusted Term SOFR component of the Base Rate, the utilization of the 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 Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Parent Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or SOFR Loans or, failing that, (i) in the case of Loans denominated 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 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 (iiiii) in the case of a Revolving Credit Loan pending request for a Borrowing of, conversion to be or continuation of Eurocurrency Rate Loans denominated in a currency an Available Currency (other than Dollars, unless the Administrative Agent), the relevant Revolving Credit Company and Lenders and the Borrowers otherwise agree to may establish a substitute rate that is selected to reflect mutually acceptable alternative rate. Upon any such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which caseconversion, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan Borrower shall be made in Dollars in also pay accrued interest on the Dollar Equivalent amount of the requested Borrowing (so converted and all Revolving Credit Loans then outstanding that are denominated amounts due, if any, in connection with such currency shall be repaid at the end of the then current Interest Period)conversion.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof (a) the Administrative Agent determines that (i) 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 the Required Lenders determine that for any reason (ii) adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated (in any currencyeach case with respect to clause (a)(i) above, “Impacted Loans”), or (b) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that for any reason the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower Representative and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency 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 Required Lenders) revokes such notice. Upon receipt of such notice, either of the Parent Borrowers or the Borrower Representative may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, (i) in the case of Loans denominated 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 and (iiwithout regard to satisfaction of any condition to conversion contained elsewhere herein, including, but not limited to Section 3.05). Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollarsthis section, unless the Administrative Agent, in consultation with the relevant Revolving Credit Lenders Borrower Representative and the Borrowers otherwise agree to a substitute affected Lenders, may establish an alternative interest rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (for the Impacted Loans, in which case, such substitute alternative rate of interest shall be deemed apply with respect to be the “Eurocurrency Rate” for Impacted Loans until (1) the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in Administrative Agent revokes the Dollar Equivalent amount notice delivered with respect to the Impacted Loans under clause (a) of the requested Borrowing first sentence of this section, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and all Revolving Credit 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 then outstanding that are denominated in whose interest is determined by reference to such currency shall be repaid at 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 end authority of such Lender to do any of the then current Interest Period)foregoing and provides the Administrative Agent and the Borrower Representative written notice thereof.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the applicable offshore interbank market for the applicable amount and Interest Period of such Eurodollar Rate Loan or (B) adequate and reasonable means do not exist for determining the Eurodollar Rate for the Interest Period with respect to a Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (i), “Impacted Loans”), or (ii) the Administrative Agent or the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan denominated in any currency, or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Rate for any currency requested Interest Period with respect to such proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such the Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lenderall Lenders. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency 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 Required Lenders) revokes such notice. Upon receipt of such notice, the Parent Borrower may revoke any pending request for a Borrowing ofBorrowing, conversion to or continuation of Eurocurrency Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, (i) in the case of Loans denominated 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 and (ii) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)therein.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, the Administrative Agent or Lender determines that (a) Dollar deposits are not being offered to banks in the Required Lenders determine that London interbank eurodollar market for any reason the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated or in any currencyconnection with an existing or proposed Base Rate Loan, or (c) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders the Lender of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Eurodollar Rate Loan, the Administrative Agent Lender will promptly so notify the Parent Borrower and each LenderBorrower. Thereafter, (i) the obligation of the Lenders Lender to make or maintain Eurocurrency Eurodollar Rate Loans in such currency shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (ii) 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 Required Lenders) Lender 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 Eurocurrency Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, (i) in the case of Loans denominated 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 and (ii) therein. Notwithstanding the foregoing, in the case of a Revolving Credit such pending request, the Lender, in consultation with the Borrower, may establish an alternative interest rate for funding Loans in the applicable amount, and with the same Interest Period as the Loan requested to be denominated in a currency other than Dollarsmade, unless converted or continued, as the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (case may be in which case, such substitute alternative rate of interest shall be deemed apply with respect to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)Loans.

Inability to Determine Rates. (1) If the 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 (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 Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated or in any currencyconnection with an existing or proposed Base Rate Loan, or or (c) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency shall be suspended suspended, and (ii) 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 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 Eurocurrency Eurodollar Rate Loans or, failing that, (i) in the case of Loans denominated 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 and therein. (ii2) If the 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 Revolving Credit 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 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 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 denominated in a currency other than Dollarssuspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice and, unless the Administrative Agent, Agent (acting on instructions of the relevant Revolving Credit Lenders Required Lenders) and the Borrowers Borrower otherwise agree to a substitute rate (it being understood that is selected the Administrative Agent, Required Lenders and Borrower shall negotiate in good faith to reflect such Revolving Credit Lenders’ cost amend the definition of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency 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 Borrowing), such Revolving Credit Loan shall be made in Dollars Interest Period plus the applicable percentage set forth in the Dollar Equivalent amount definition of Applicable Rate with respect to such EURIBOR Rate Loans. Upon receipt of such notice, the requested Borrower may revoke any pending request for a Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)or continuation of EURIBOR Rate Loans.

Inability to Determine Rates. If the 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 Term Benchmark Rate Loan or a conversion to or continuation thereof: (a) Adjusted Term SOFR cannot be determined in accordance with the definition thereof, (b) adequate and reasonable means do not exist for determining the Eurocurrency Term Benchmark Rate for any requested Interest Period with respect to a proposed Eurocurrency Term Benchmark Rate Loan denominated or in any currencyconnection with an existing or proposed Base Rate Loan, or or (c) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Term Benchmark Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Term Benchmark Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurocurrency Term Benchmark Rate Loans in such currency shall be suspended suspended, and (ii) in the event of a determination described in the preceding sentence with respect to the Term Benchmark Rate component of the Base Rate, the utilization of the Term Benchmark Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the 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 Eurocurrency Term Benchmark Rate Loans or, failing that, (i) in the case of Loans denominated 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 and (ii) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)therein.

Inability to Determine Rates. If the 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 Required Lenders determine that applicable offshore Dollar market for any reason the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency such Eurodollar Rate Loan denominated in any currencyLoan, or (c) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such the Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lenderall Lenders. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency 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 Required Lenders) affected Lenders revokes such notice. Upon receipt of such notice, the Parent a Borrower may may, without liability for any attendant breakage costs, revoke any pending request for a Borrowing ofBorrowing, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or, failing that, (i) in the case of Loans denominated 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 and therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (iia) in the case first sentence of a Revolving Credit Loan to be denominated in a currency other than Dollarsthis section, unless the Administrative Agent, in consultation with the relevant Revolving Credit Lenders Parent Borrower and the Borrowers otherwise agree to a substitute affected Lenders, may establish an alternative interest rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan for the impacted Loans (the “Impacted Loans”), in which case, such substitute alternative rate of interest shall be deemed apply with respect to be the “Eurocurrency Rate” Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) the first sentence of this section, (2) the Administrative Agent or the 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 applicable Borrowing), authority of such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount Lender to do any of the requested Borrowing (foregoing and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at provides the end of Administrative Agent and the then current Interest Period)Parent Borrower written notice thereof.

Inability to Determine Rates. If the 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 (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 Eurocurrency Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated or in any currencyconnection with an existing or proposed Base Rate Loan, or (c) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Eurodollar Base Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency 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 Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency shall be 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 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 Parent Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or, failing that, (i) in the case of Loans denominated 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 and (ii) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)therein.

Inability to Determine Rates. If the Required Lenders 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 continuation of a Eurodollar Rate Loan that (i) Dollar deposits are not being offered to banks in the Required Lenders determine that London interbank eurodollar market for any reason the applicable amount and Interest Period of such Eurodollar Rate Loan, (ii) adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated or in any currency, connection with an existing or proposed Base Rate Loan or (iii) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Eurodollar Base Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will as promptly as practicable so notify the Parent Borrower (by telephone and/or facsimile) and each Lender. Thereafter, (x) any Interest Election Request that requests the obligation conversion of any Base Rate Loan to a Eurodollar Rate Loan or the continuation of a Eurodollar Rate Loan shall be ineffective, (y) if any Borrowing Request requests a Eurodollar Rate Borrowing, then such Borrowing shall be made as a Base Rate Borrowing and (z) in the event of a determination described in the preceding sentence with respect to the Eurodollar Base Rate component of the Lenders to make or maintain Eurocurrency Base Rate, the utilization of the Eurodollar Base Rate Loans component in such currency determining the Base Rate shall be suspended suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon Notwithstanding anything to the contrary contained herein, upon receipt of such notice, the Parent 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 Eurocurrency Eurodollar Rate Loans or, failing that, (i) in the case of Loans denominated 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 and (ii) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)therein.

Inability to Determine Rates. (a) If the Administrative Agent or the Required Lenders determine reasonably determines that (i) for any reason reason, adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period and currency with respect to a proposed Eurocurrency Rate Loan denominated in any currencyLoan, or (ii) is informed by the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Rate for any currency requested Interest Period and currency with respect to such a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or (iii) that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount amount, currency and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in of such currency shall be suspended and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the 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 Eurocurrency Rate Loans of such currency or, failing that, (i) in the case of Loans denominated 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 and (ii) or, in the case of a pending request for a Revolving Credit Loan to be denominated in a currency other than Dollarsan Alternative Currency, unless the Parent Borrower, the Administrative Agent, Agent and the relevant applicable Revolving Credit Lenders may establish a mutually acceptable alternative rate). (b) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrowers otherwise agree Parent Borrower may amend this Agreement to replace the Benchmark with a Benchmark Replacement. Any such amendment with respect to a substitute Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Parent Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders; provided that, to the extent the Benchmark is replaced with a SOFR-Based Rate, Lenders shall only be entitled to object to the Benchmark Replacement Adjustments with respect thereto. Any such amendment with respect to an Early Opt-in Election will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Parent Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. No replacement of the Benchmark with a Benchmark Replacement pursuant to this Section 3.04 will occur prior to the applicable Benchmark Transition Start Date. (c) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement. (d) The Administrative Agent will promptly notify the Parent Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 3.04, including any determination with respect to a tenor, rate that is selected or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in which its or their sole discretion and without consent from any other party hereto, except, in each case, such substitute rate shall as expressly required pursuant to this Section 3.04. (e) Upon the Parent Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Parent Borrower may revoke any request for a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Parent Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During any Benchmark Unavailability Period, the component of Base Rate based upon Adjusted Eurocurrency Rate will not be the “Eurocurrency used in any determination of Base Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period).

Inability to Determine Rates. If the Administrative Agent or the Required 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 Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated or in any currencyconnection with an existing or proposed Base Rate Loan, or (c) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each LenderLender (in each case with respect to clause (a), (b) or (c) above, “Impacted Loans”). Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency 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 Required Majority 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 Eurocurrency Eurodollar Rate Loans or, failing that, (i) in the case of Loans denominated 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 and therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (iia), (b) in the case or (c) of a Revolving Credit Loan to be denominated in a currency other than Dollarsthis section, unless the Administrative Agent, in consultation with the relevant Revolving Credit Lenders Borrower and the Borrowers otherwise agree to a substitute Majority Lenders, may establish an alternative interest rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (for the Impacted Loans, in which case, such substitute 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 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 be 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 “Eurocurrency LIBOR Successor Rate” shall provide that in no event shall such LIBOR Successor Rate be less than zero for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount purposes of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)this Agreement.

Inability to Determine Rates. (a) If the Administrative Agent or the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Loan or a conversion to or continuation thereof that (i) 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 Rate Loan denominated in any currencyLoan, or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currencyiii) determine that the Eurocurrency Base Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in such currency shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Parent 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 any applicable Eurocurrency Loan or (B) adequate and reasonable means do not exist for ascertaining LIBOR for Dollars for any requested Interest 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 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 Dollars 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 the Borrower 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 the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Loans shall be suspended (to the extent of the affected Eurocurrency Loans or Interest Periods), and (y) the Eurocurrency Rate component shall no longer be utilized in determining the Alternate Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Loans or Interest Periods) or, failing that, (i) in the case of Loans denominated in Dollars, 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 and (ii) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)therein.

Inability to Determine Rates. (a) If the Administrative Agent or the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Loan or a conversion to or continuation thereof that (i) 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, (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 Rate Loan (whether denominated in any currencyDollars or a Foreign Currency), or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currencyiii) determine that the Eurocurrency Base Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in such the affected currency shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Parent Borrower may revoke any pending request for the making of, conversion to, or continuation of, Eurocurrency Loans 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 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) 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 (B) adequate and reasonable means do not exist for ascertaining LIBOR for the applicable currency for any requested Interest 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 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 the Borrower 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 the Borrower 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 the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Loans shall be suspended (to the extent of the affected Eurocurrency Loans or Interest Periods), and (y) the Eurocurrency Base Rate component shall no longer be utilized in determining the Alternate Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Loans or Interest Periods) or, failing that, (i) in the case of Loans denominated in Dollars, 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 and (ii) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)therein.

Inability to Determine Rates. (a) If in connection with any request for a Eurocurrency Rate Loan, Term SOFR Loan, ▇▇▇▇▇ Rate Loan or Daily Simple SOFR Loan or a conversion to or continuation thereof, (i) the Administrative Agent determines that (A) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the Required Lenders determine that applicable offshore interbank market for any reason such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan or Term SOFR Loan, as applicable, for the relevant period in the case of a ▇▇▇▇▇ Rate Loan or for a period of one month in the case of Daily Simple SOFR Loan, (B) adequate and reasonable means do not exist for determining the 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 ▇▇▇▇▇ 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 Eurocurrency Rate Loan denominated in any currencyLoan, or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Rate Term SOFR for any currency requested Interest Period with respect to such a proposed Eurocurrency Term SOFR Loan or the relevant period for a ▇▇▇▇▇ Rate Loan or Daily Simple SOFR Loan, does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans, Term SOFR Loans, ▇▇▇▇▇ Rate Loans or Daily Simple SOFR Loans, as applicable, in such the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Term SOFR Loans, ▇▇▇▇▇ 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 Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Appropriate Lenders) revokes such notice. Upon receipt of such notice, the Parent applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, Term SOFR Loans, ▇▇▇▇▇ 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, ▇▇▇▇▇ Rate Loans, Daily Simple SOFR Loans or periods) or, failing that, (i) in the case of Loans denominated in Dollars, 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 and therein. (iib) in Notwithstanding the case of a Revolving Credit Loan to be denominated in a currency other than Dollarsforegoing, unless if the Administrative AgentAgent has made the determination described in clause (a)(i) of this Section 3.03, the relevant Revolving Credit Lenders Administrative Agent in consultation with the Company and the Borrowers otherwise agree to a substitute Appropriate Lenders, may establish an alternative interest rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (for the Impacted Loans, in which case, such substitute 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 clause (a)(i) of this Section 3.03, (2) the Administrative Agent or the Appropriate Lenders notify the Administrative Agent and the 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 the “Eurocurrency Rate” zero for the applicable Borrowing)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 Revolving Credit Loan 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 be made in Dollars in post each such amendment implementing such Term SOFR Conforming Changes to the Dollar Equivalent amount of Company and the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in Lenders reasonably promptly after such currency shall be repaid at the end of the then current Interest Period)amendment becomes effective.

Inability to Determine Rates. If Except in connection with an occurrence described in Section 3.08, if in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London eurodollar interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or the Required Lenders determine that for any reason (ii) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan denominated or in any currencyconnection with an existing or proposed Base Rate Loan (in each case with respect to clause (a) above, “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that for any reason the Eurocurrency Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender. Thereafter, (A) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in such currency shall be suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (B) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the 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 Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, (i) in the case of Loans denominated 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 and therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (iia) in of the case first sentence of a Revolving Credit Loan to be denominated in a currency other than Dollarsthis section, unless the Administrative Agent, the relevant Revolving Credit Lenders Borrower and the Borrowers otherwise Required Lenders may agree to a substitute upon an alternative interest rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (for the Impacted Loans, in which case, such substitute alternative rate of interest shall be deemed apply with respect to be the “Eurocurrency Rate” for Impacted Loans until (1) the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in Administrative Agent revokes the Dollar Equivalent amount notice delivered with respect to the Impacted Loans under clause (a) of the requested Borrowing first sentence of this section, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and all Revolving Credit 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 then outstanding that are denominated in whose interest is determined by reference to such currency shall be repaid at 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 end authority of such Lender to do any of the then current Interest Period)foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If the (a) Administrative Agent determines in connection with any request for a Borrowing or continuation of, or a conversion to, Eurodollar Rate Loan that (i) Dollar deposits are not being offered to banks in the Required Lenders determine that London interbank offered market for any reason the applicable amount and Interest Period of such Eurodollar Rate Loan or (ii) adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated or in any currencyconnection with an existing or proposed Base Rate Loan, or the (b) Required Lenders (excluding determine in connection with any request for all purposes of this Section 3.02 onlya Borrowing or continuation of, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine or a conversion to, a Eurodollar Rate Loan that the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the then Administrative Agent will promptly so notify the Parent Borrower Borrowers and each LenderLender in writing. Thereafter, (1) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans will be suspended, and (2) in such currency shall 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 will be suspended suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Parent Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or, failing that, (i) in the case of Loans denominated in Dollars, 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 and (ii) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)therein.

Inability to Determine Rates. If the Administrative Agent or the Required Revolving Lenders reasonably determine that for any reason in connection with any request for a Eurodollar Rate Loan or BA Rate Loan or a conversion to or continuation thereof that (i) 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, (ii) adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Base Rate or BA Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated or BA Rate Loan or in any currencyconnection with a Base Rate Loan, or (iii) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are Reuters Screen CDOR Page is not available for Loans the timely determination of the BA Rate, and the BA Rate cannot otherwise be determined in such currencya timely manner in accordance with the definition of “BA Rate”, or (iv) determine that the Eurocurrency Eurodollar Base Rate or BA Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan or BA Rate Loan or in connection with a Base Rate Loan does not adequately and fairly reflect the cost to such Revolving Credit Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower Representative and each Revolving Credit Lender. Thereafter, the obligation of the Revolving Credit Lenders to make or maintain Eurocurrency Eurodollar Rate Loans, BA Rate Loans in such currency and Base Rate Loans as to which the interest rate is determined with reference to the Eurodollar Base Rate shall be suspended until the Administrative Agent (upon the instruction of the Required Revolving Lenders) revokes such notice. Upon receipt of such notice, the Parent applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or BA Rate Loans or, failing that, (i) in the case of Loans denominated in Dollars, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans, Canadian Base Rate Loans or Canadian Prime Rate Loans, as applicable, in the amount specified therein and (ii) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)therein.

Inability to Determine Rates. If the Required Lenders 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 continuation of a Eurodollar Rate Loan that (i) Dollar deposits are not being offered to banks in the Required Lenders determine that London interbank eurodollar market for any reason the applicable amount and Interest Period of such Eurodollar Rate Loan, (ii) adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated or in any currency, connection with an existing or proposed Base Rate Loan or (iii) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Eurodollar Base Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will as promptly as practicable so notify the Parent Borrower (by telephone and/or fax) and each Lender. Thereafter, (x) any Interest Election Request that requests the obligation conversion of any Base Rate Loan to a Eurodollar Rate Loan or the continuation of a Eurodollar Rate Loan shall be ineffective, (y) if any Borrowing Request requests a Eurodollar Rate Borrowing, then such Borrowing shall be made as a Base Rate Borrowing and (z) in the event of a determination described in the preceding sentence with respect to the Eurodollar Base Rate component of the Lenders to make or maintain Eurocurrency Base Rate, the utilization of the Eurodollar Base Rate Loans component in such currency determining the Base Rate shall be suspended suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon Notwithstanding anything to the contrary herein, upon receipt of such notice, the Parent 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 Eurocurrency Eurodollar Rate Loans or, failing that, (i) in the case of Loans denominated 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 and (ii) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)therein.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, (a) the Administrative Agent determines that (i) 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 (ii) 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 (in each case with respect to clause (a) above, “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan denominated in any currency, or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Rate for any currency requested Interest Period with respect to such proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Parent applicable Borrower and each LenderLender (each of the events or occurrences described in clause (a) above or this clause (b), a “Market Disruption Event”). Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency 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 Base Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Parent applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, (i) in the case of Loans denominated 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 and (ii) therein. During any period in which a Market Disruption Event is in effect, the case of a Revolving Credit Loan to be denominated in a currency other than Dollarsapplicable Borrower may request, unless through the Administrative Agent, that the relevant Revolving Credit 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 Administrative Agent has made the determination described in clause (a) of this Section 3.03, the Administrative Agent, in consultation with the Required Lenders and with the Borrowers otherwise agree to a substitute approval of the applicable Borrower, may establish an alternative interest rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (for the Impacted Loans, in which case, such substitute alternative rate of interest shall be apply with respect to the Impacted Loans until (1) the Administrative Agent revokes (or is deemed to be have revoked) the “Eurocurrency Rate” for notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this Section 3.03, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the applicable Borrowing)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 Revolving Credit Loan shall be made in Dollars in 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 Dollar Equivalent amount authority of such Lender to do any of the requested Borrowing (foregoing and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at provides the end of Administrative Agent and the then current Interest Period)applicable Borrower written notice thereof.

Inability to Determine Rates. If the Administrative Agent or the Required Lenders determine Lender determines that for any reason in connection with any request for a conversion to or continuation 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 Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated or in any currencyconnection with an existing or proposed Base Rate Loan (in each case with respect to clause (a) above, “Impacted Loans”), or (c) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders the Lender of funding such Loan, or that deposits in the currency of such Eurocurrency Eurodollar Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loanany portion thereof, the Administrative Agent Lender will promptly so notify the Parent Borrower and each LenderBorrower. Thereafter, (x) the obligation of the Lenders Lender to make or maintain Eurocurrency Eurodollar Rate Loans in such currency 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 Required Lenders) Lender revokes such notice. Upon receipt of such notice, the Parent Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or, failing that, (i) in the case of Loans denominated in Dollars, will be deemed to have converted such request into a request for a Borrowing borrowing of Base Rate Loans in the amount specified therein and therein. Notwithstanding the foregoing, if the Lender has made the determination described in clause (iia) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agentthis Section, the relevant Revolving Credit Lenders and Lender, in consultation with the Borrowers otherwise agree to a substitute Borrower, may establish an alternative interest rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (for the Impacted Loans, in which case, such substitute alternative rate of interest shall be deemed apply with respect to be the “Eurocurrency Rate” Impacted Loans until (1) the Lender revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this Section, (2) the Lender notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to 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 Borrowing)Lending Office to make, maintain or fund a Term Loan whose interest is determined by reference to such Revolving Credit Loan shall be made in Dollars in 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 Dollar Equivalent amount authority of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end Lender to do any of the then current Interest Period)foregoing and provides the Borrower written notice thereof.

Inability to Determine Rates. If the 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 (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 Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated or in any currencyconnection with an existing or proposed Base Rate Loan, or (c) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each LenderLender (each, a “Market Disruption Event”). Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency 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 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 Eurocurrency Eurodollar Rate Loans or, failing that, (i) in the case of Loans denominated 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 and (ii) therein. During any period in which a Market Disruption Event is in effect, the case of a Revolving Credit Loan to be denominated in a currency other than DollarsBorrower may request, unless through the Administrative Agent, that the relevant Revolving Credit Required Lenders and confirm that the Borrowers otherwise agree circumstances giving rise to a substitute rate that is selected the Market Disruption Event continue to reflect be in effect. If, within ten Business Days following such Revolving Credit Lenders’ cost confirmation request, the Required Lenders have not confirmed the continued effectiveness of funding such Revolving Credit Loan (in which caseMarket Disruption Event, then such substitute rate Market Disruption Event shall no longer be deemed to be in effect; provided, that (A) the “Eurocurrency Rate” for 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 applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount failure to provide confirmation of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated continued effectiveness of such Market Disruption Event shall in such currency shall be repaid at any way affect the end Required Lenders’ right to provide any additional notices of the then current Interest Period)a Market Disruption Event as provided in this Section 3.03.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, (a) the Administrative Agent determines that (i) Dollar deposits are not generally being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (ii) 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 (in each case with respect to clause (a)(i) above, “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan denominated in any currency, or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Rate for any currency requested Interest Period with respect to such proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Required Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender. ThereafterThereafter (and including after any event in clauses (1), (2) and (3) in the next paragraph below) (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency 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 Required Lenders) 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 Eurocurrency Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, (i) in the case of Loans denominated in Dollars, 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 and therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (iia)(i) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollarsthis Section, unless the Administrative Agent, in consultation with the relevant Revolving Credit Lenders Borrower and the Borrowers otherwise agree to a substitute Required Lenders, may establish an alternative interest rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (for the Impacted Loans, in which case, such substitute alternative rate of interest shall be deemed apply with respect to be the “Eurocurrency Rate” for Impacted Loans until (1) the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in Administrative Agent revokes the Dollar Equivalent amount notice delivered with respect to the Impacted Loans under clause (a) of the requested Borrowing first sentence of this Section, (2) the Required Lenders notify the Administrative Agent and all Revolving Credit 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 then outstanding that are denominated in whose interest is determined by reference to such currency shall be repaid at 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 end authority of such Lender to do any of the then current Interest Period)foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If the Administrative Agent or the Required Requisite Lenders reasonably determine that for any reason in connection with any request for a Eurocurrency Rate Loan or a BA Rate Loan, as applicable, or a conversion to or continuation thereof that (a) deposits (whether in Dollars or the applicable Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan (or BA Rate Loan, as applicable), (b) adequate and reasonable means do not exist for determining the Eurocurrency Rate or BA Rate Loan, as the case may be, for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan denominated in any currencyor BA Rate Loan, as the case may be, or in connection with an existing or proposed Base Rate Loan or Canadian Prime Rate Loan, as the Required Lenders case may be, or (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currencyc) determine that the Eurocurrency Rate or BA Rate, as applicable, for any currency requested Interest Period with respect to such a proposed Eurocurrency Rate Loan or BA Rate Loan, as applicable, does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in such currency or BA Rate Loan, as applicable, shall be suspended suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Adjusted Eurocurrency Rate component of the Base Rate, the utilization of the Adjusted Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Requisite 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 Eurocurrency Rate Loans or BA Rate Loans, as applicable, or, failing that, (i) in the case of Loans denominated in Dollars, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans or Canadian Prime Rate Loan, as the case may be, in the amount specified therein and (ii) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)therein.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, (a) the Administrative Agent determines that (i) 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 (ii) 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 (in each case with respect to clause (a)(i) above, “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan denominated in any currency, or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Rate for any currency requested Interest Period with respect to such proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, or that deposits then in the currency each case of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount each of clause (a) and the Interest Period of such Eurocurrency Rate Loan(b) above, the Administrative Agent will promptly so notify the Parent Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency 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 Required Lenders) 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 Eurocurrency Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, (i) in the case of Loans denominated in Dollars, 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 and therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (iia) in the case (i) of a Revolving Credit Loan to be denominated in a currency other than Dollarsthis section, unless the Administrative Agent, in consultation with the relevant Revolving Credit Lenders Borrower and the Borrowers otherwise agree to a substitute affected Lenders, may establish an alternative interest rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (for the Impacted Loans, in which case, such substitute alternative rate of interest shall be deemed apply with respect to be the “Eurocurrency Rate” for Impacted Loans until (1) the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in Administrative Agent revokes the Dollar Equivalent amount notice delivered with respect to the Impacted Loans under clause (a) of the requested Borrowing first sentence of this section, (2) the Required Lenders notify the Administrative Agent and all Revolving Credit 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 then outstanding that are denominated in whose interest is determined by reference to such currency shall be repaid at 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 end authority of such Lender to do any of the then current Interest Period)foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof (a) the Administrative Agent determines that (i) 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 the Required Lenders determine that for any reason (ii) adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated or in any currencyconnection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i) above, the “Impacted Loans”), or (b) the Required Administrative Agent or the affected Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that for any reason the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each LenderLender (each of (a) through (b), a “Market Disruption Event”). Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency 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 Required affected 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 Eurocurrency Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, (i) in the case of Loans denominated in Dollars, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein and (ii) therein. During any period in which a Market Disruption Event is in effect, the case of a Revolving Credit Loan to be denominated in a currency other than DollarsBorrower may request, unless through the Administrative Agent, that the relevant Revolving Credit 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 Administrative Agent has made the determination described in clause (a)(i) of this Section 3.03, the Administrative Agent, in consultation with the Borrower and the Borrowers otherwise agree to a substitute affected Lenders, may establish an alternative interest rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (for the Impacted Loans, in which case, such substitute alternative rate of interest shall be deemed apply with respect to be the “Eurocurrency Rate” for Impacted Loans until (1) the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in Administrative Agent revokes the Dollar Equivalent amount notice delivered with respect to the Impacted Loans under clause (a) of the requested Borrowing first sentence of this Section 3.03, (2) the Administrative Agent or the affected Lenders notify the Administrative Agent and all Revolving Credit 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 then outstanding that are denominated in whose interest is determined by reference to such currency shall be repaid at 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 end authority of such Lender to do any of the then current Interest Period)foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. (a) If in connection with any request for a Eurocurrency Rate Loan or Term SOFR Loan, as applicable, or a conversion to or continuation thereof, (i) the Administrative Agent reasonably determines that deposits are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan or the Required Lenders determine that for any reason Term SOFR Loan, as applicable, or (ii) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Term SOFR, as applicable, for any requested Interest Period 117 (b) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in this section, the Administrative Agent, in consultation with the Borrower and the Required Lenders, may establish an alternative interest rate for the Impacted Loans (which shall not be less than zero), in which case, such alternative rate of interest shall apply with respect to a proposed Eurocurrency Rate Loan denominated in any currencythe Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this section, (2) the Administrative Agent or the Required Lenders (excluding for all purposes of this Section 3.02 only, notify the portion of Administrative Agent and the Total Outstandings and unused Commitments Borrower that are not available for Loans in such currency) determine that the Eurocurrency Rate for any currency requested Interest Period with respect to such proposed Eurocurrency Rate Loan alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding such Loanthe Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that deposits 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 currency 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 Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loannotice, as applicable, the Administrative Agent will promptly so notify and the Parent Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in such currency shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Parent Borrower may revoke amend this Agreement to replace LIBOR with an alternate benchmark rate (including any pending request for a Borrowing of, conversion mathematical or other adjustments to or continuation of Eurocurrency Rate Loans or, failing that, the benchmark (iif any) in the case of Loans denominated 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 and (ii) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowingincorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing alternative benchmarks (and all Revolving Credit Loans then outstanding that are denominated in any such currency shall be repaid at the end of the then current Interest Periodproposed rate, a “LIBOR Successor Rate”)., together with any 118

Inability to Determine Rates. If the Administrative Agent or the Required 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, 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 Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated or in any currencyconnection with an existing or proposed Base Rate Loan (in each case with respect to clauses (a) and (b) above, “Impacted Loans”), or (c) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders the Lender of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Eurodollar Rate Loan, the Administrative Agent Lender will promptly so notify the Parent Borrower and each LenderBorrower. Thereafter, (i) the obligation of the Lenders Lender to make or maintain Eurocurrency Eurodollar Rate Loans in such currency shall be suspended suspended, and (ii) 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 Required Lenders) Lender 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 Eurocurrency Eurodollar Rate Loans or, failing that, (i) in the case of Loans denominated 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 and therein. Notwithstanding the foregoing, if the Lender has made the determination described in clause (iia) in the case or (b) of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agentthis section, the relevant Revolving Credit Lenders and Lender, in consultation with the Borrowers otherwise agree to a substitute Borrower, may establish an alternative interest rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (for the Impacted Loans, in which case, such substitute alternative rate of interest shall be deemed apply with respect to be the “Eurocurrency Rate” Impacted Loans until (1) the Lender revokes the notice delivered with respect to the Impacted Loan under this section, (2) the Lender notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost 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 applicable Borrowing)Lender to make, maintain or fund Loans whose interest is determined by reference to such Revolving Credit Loan shall be made in Dollars in 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 Dollar Equivalent amount authority of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end Lender to do any of the then current Interest Period)foregoing and provides the Borrower written notice thereof.

Inability to Determine Rates. If (a) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof, (i) the Administrative Agent determines that (A) deposits (whether denominated in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan not denominated in Sterling or (y) the applicable amount of such Eurocurrency Rate Loan denominated in Sterling, or (B)(x) adequate and reasonable means do not exist for determining (1) in the 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 Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan 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 (ii) the Administrative Agent or the Required Lenders determine that for any reason adequate and reasonable means do (1) in the case of a Eurocurrency Rate Loan not exist for determining denominated in Sterling, the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan denominated in any currency, or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Rate for any currency requested Interest Period with respect to such proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks or (2) in the applicable London or other relevant interbank market for case of a Eurocurrency Rate Loan denominated in Sterling, the applicable amount Eurocurrency Rate with respect to such proposed Eurocurrency Rate Loan does not adequately and fairly reflect the Interest Period cost to such Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in such the affected currency or currencies 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 Eurocurrency Rate component of the Base Rate, the utilization of the 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 Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Parent Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, (i) in the case of Loans denominated in Dollars, 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 therein and (iiy)(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 Administrative Agent has made the determination described in clause (a)(i) of this section, the Administrative Agent, in consultation with the Company and the 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 clause (a)(i) of the first sentence of this section, (2) the Administrative Agent or the affected Lenders notify the Administrative Agent and the 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 Revolving Credit 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 currency 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 Dollarsthe Scheduled Unavailability Date, unless 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, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which each case, such substitute rate shall be deemed to be without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “Eurocurrency LIBOR Successor Rate” for ”; and any such rate before giving effect to the applicable Borrowing)Related Adjustment, such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period).“Pre-Adjustment Successor Rate”):

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, (a) the Administrative Agent determines that (i) 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 (ii) 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 (in each case with respect to clause (a)(i) above or this clause (a)(ii), “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan denominated in any currency, or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Rate for any currency requested Interest Period with respect to such proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each LenderLender each, a “Market Disruption Event”). Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency 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 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 Eurocurrency Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, (i) in the case of Loans denominated in Dollars, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein and (ii) therein. During any period in which a Market Disruption Event is in effect, the case of a Revolving Credit Loan to be denominated in a currency other than DollarsBorrower may request, unless through the Administrative Agent, that the relevant Revolving Credit 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 Administrative Agent has made the determination described in clause (a) of this Section 3.03, the Administrative Agent, in consultation with the Borrower and the Borrowers otherwise agree to a substitute Required Lenders, may establish an alternative interest rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (for the Impacted Loans, in which case, such substitute alternative rate of interest shall be deemed apply with respect to be the “Eurocurrency Rate” for Impacted Loans until (1) the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in Administrative Agent revokes the Dollar Equivalent amount notice delivered with respect to the Impacted Loans under clause (a) of the requested Borrowing first sentence of this Section 3.03, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and all Revolving Credit 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 then outstanding that are denominated in whose interest is determined by reference to such currency shall be repaid at 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 end authority of such Lender to do any of the then current Interest Period)foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, (a) the Administrative Agent determines that (i) 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 the Required Lenders determine that for any reason (ii) adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated or in any currencyconnection with an existing or proposed Base Rate Loan (in each case with respect to clause (a) above, “Impacted Loans”), or (b) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that for any reason the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency 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 Required affected 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 Eurocurrency Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, (i) in the case of Loans denominated in Dollars, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein and (ii) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)therein.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, the Administrative Agent or Lender determines that (a) Dollar deposits are not being offered to banks in the Required Lenders determine that interbank market for any reason the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated or in any currency, connection with an existing or proposed Base Rate Loan or (c) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders the Lender of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Eurodollar Rate Loan, the Administrative Agent Lender will promptly so notify the Parent Borrower and each LenderBorrower. Thereafter, (i) the obligation of the Lenders Lender to make or maintain Eurocurrency Eurodollar Rate Loans in such currency shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (ii) 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 Required Lenders) Lender 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 Eurocurrency Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, (i) in the case of Loans denominated 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 and (ii) therein. Notwithstanding the foregoing, in the case of a Revolving Credit such pending request, the Lender, in consultation with the Borrower, may establish an alternative interest rate for funding Loans in the applicable currency and amount, and with the same Interest Period as the Loan requested to be denominated in a currency other than Dollarsmade, unless converted or continued, as the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (case may be in which case, such substitute alternative rate of interest shall be deemed apply with respect to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)Loans.

Inability to Determine Rates. If the 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, 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 Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated or in any currencyconnection with an existing or proposed Base Rate Loan, or (c) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency 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 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 Eurocurrency Eurodollar Rate Loans or, failing that, (i) in the case of Loans denominated 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 and (ii) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)therein.

Inability to Determine Rates. If If, after the Administrative Agent or Closing Date, the Required Lenders reasonably determine that for any reason in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof that (a) deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount, currency and Interest Period of such Eurocurrency Rate Loan (such Loans, the “Impacted Loans”), (b) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan denominated or in any currencyconnection with an existing or proposed Base Rate Loan, or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currencyc) determine that the Eurocurrency Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower Borrowers and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in such currency shall be suspended suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Parent Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, (i) in the case of Loans denominated 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 and therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (iia) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollarsthis Section 3.03, unless the Administrative Agent, with the relevant Revolving Credit Lenders and consent of the Borrowers otherwise agree to a substitute Parent Borrower, may establish an alternative interest rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (for the Impacted Loans, in which case, such substitute 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 clause (a) of the first sentence of this Section 3.03, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the 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 be have converted such request into a request for a Borrowing of Base Rate Loans (subject to the “Eurocurrency Rate” for the applicable Borrowingforegoing clause (y), such Revolving Credit Loan shall be made in Dollars ) in the Dollar Equivalent amount specified therein. Notwithstanding anything else herein, any definition of the requested Borrowing (and all Revolving Credit Loans then outstanding LIBOR Successor Rate shall provide that are denominated in no event shall such currency shall LIBOR Successor Rate be repaid at the end less than zero for purposes of the then current Interest Period)this Agreement.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof (ai) the Administrative Agent determines that (iA) 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 (iiB) 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 (in each case with respect to this clause (a)(i) above, “Impacted Loans”), or (bii) the Administrative Agent or the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan denominated in any currency, or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Rate for any currency requested Interest Period with respect to such proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency 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 (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 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 Eurocurrency Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, (i) in the case of Loans denominated 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 and therein. (iib) in Notwithstanding the case of a Revolving Credit Loan to be denominated in a currency other than Dollarsforegoing, unless if the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be Agent has made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period).the

Inability to Determine Rates. If the 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 (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 such Loans, “Impacted Loans”), (b) adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated in any currencyLoan, or (c) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Parent Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or, failing that, (i) in the case of Loans denominated 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 and therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (iia) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollarsabove, unless the Administrative Agent, in consultation with the relevant Revolving Credit Lenders Borrowers and the Borrowers otherwise agree to a substitute Lenders, may establish an alternative interest rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (for the Impacted Loans, in which case, such substitute alternative rate of interest shall be deemed apply with respect to be the “Eurocurrency Rate” for Impacted Loans until (1) the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in Administrative Agent revokes the Dollar Equivalent amount notice delivered with respect to the Impacted Loans under clause (a) of the requested Borrowing first sentence of this section, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and all Revolving Credit 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 then outstanding that are denominated in whose interest is determined by reference to such currency shall be repaid at 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 end authority of such Lender to do any of the then current Interest Period)foregoing and provides the Administrative Agent and the Parent Borrower written notice thereof.

Inability to Determine Rates. (a) If the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Required Lenders determine notify the Administrative Agent that for any the Required Lenders have determined, that (i) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for determining the 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 Eurocurrency Rate Loan denominated in any currency, or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Rate for any currency requested Interest Period with respect to such proposed 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 LoanInterest Period, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, then the Administrative Agent will promptly so notify shall give telecopy or telephonic notice thereof to the Parent Lead Borrower and each Lenderthe relevant Lenders as soon as practicable thereafter. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in such 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 Eurocurrency Rate component of the Base Rate, the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Parent 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 Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, (iA) in the case of 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 and (iiB) 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 a Revolving Credit Loan to be denominated in a currency other than Dollarsany outstanding Eurocurrency Loans, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that regardless of whether such request is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which casemade, such substitute rate shall Loans will automatically be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made converted to Base Rate Loans denominated in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit such Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current 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 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 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; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such LIBOR Successor Conforming Changes to the Lenders reasonably promptly after such amendment becomes effective.

Inability to Determine Rates. If (a) Unless and until a Replacement Rate is implemented in accordance with clause (b) below, if the Required Lenders 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 continuation of a Eurodollar Rate Loan that (i) Dollar deposits are not being offered to banks in the Required Lenders determine that London interbank eurodollar market for any reason the applicable amount and Interest Period of such Eurodollar Rate Loan, (ii) adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated or in any currency, connection with an existing or proposed Base Rate Loan or (iii) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Eurodollar Base Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will as promptly so as practicable notify the Parent applicable Borrower (by telephone and/or fax) and each Lender. Thereafter, (x) any Interest Election Request that requests the obligation conversion of any Base Rate Loan to a Eurodollar Rate Loan or the continuation of a Eurodollar Rate Loan shall be ineffective, (y) if any Borrowing Request requests a Eurodollar Rate Borrowing, then such Borrowing shall be made as a Base Rate Borrowing and (z) in the event of a determination described in the preceding sentence with respect to the Eurodollar Base Rate component of the Lenders to make or maintain Eurocurrency Base Rate, the utilization of the Eurodollar Base Rate Loans component in such currency determining the Base Rate shall be suspended suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon Notwithstanding anything to the contrary herein, upon receipt of such notice, the Parent 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 Eurocurrency Eurodollar Rate Loans or, failing that, (i) in the case of Loans denominated 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 and therein. (iib) If at any time the Administrative Agent notifies the Borrowers that it has determined, or either any Borrower or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a Revolving Credit Loan 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 denominated in temporary or (ii) the administrator of the Eurodollar Base Rate or a currency other than DollarsGovernmental Authority having, unless or purporting to have, jurisdiction over the Administrative AgentAgent 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 relevant Revolving Credit Lenders “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 Borrowers otherwise 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 substitute 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 is selected to reflect such Revolving Credit Lenders’ cost of funding amendment shall provide that if such Revolving Credit Loan (in which caseReplacement Rate shall be less than zero, such substitute rate Replacement Rate shall be deemed to be zero for purposes of this Agreement. Notwithstanding anything to the “Eurocurrency Rate” for 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 applicable BorrowingAdministrative Agent shall not have received, within five (5) Business Days of the 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), such Revolving Credit Loan 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 made suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) the Eurodollar Base Rate component shall no longer be utilized in Dollars 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 Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)specified therein.

Inability to Determine Rates. (a) If prior to the commencement of any Interest Period for a Eurodollar Rate Loan: (i) the Administrative Agent or the Required Lenders determine determines (which determination shall be conclusive absent manifest error) that for any reason adequate and reasonable means do not exist for determining ascertaining the Eurocurrency 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 with respect to a proposed Eurocurrency Rate Loan denominated in any currency, or Period; or (ii) the Administrative Agent is advised by the Required Lenders (excluding for all purposes of this Section 3.02 onlyor, to the extent relating to Eurodollar Rate Loans in currencies other than Dollars, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currencyRequired Specified Currency Limited Currency/Multicurrency Revolving Lenders) determine that the Eurocurrency Adjusted Eurodollar Rate or the Eurodollar Rate, as applicable, for any the applicable currency requested and such Interest Period with respect to such proposed Eurocurrency 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 Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market Borrowing for the applicable amount currency and the such Interest Period of such Eurocurrency Rate Loan, Period; then the Administrative Agent will promptly so notify shall give notice thereof to the Parent Borrower and each Lender. Thereafter, the obligation of the Lenders to make by telephone, telecopy or maintain Eurocurrency Rate Loans in such currency shall be suspended electronic mail as promptly as practicable thereafter and, until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, notifies the Parent Borrower may revoke and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any pending request for a Borrowing ofthat requests the conversion of any Loan in Dollars to, conversion to or continuation of Eurocurrency a Loan in Dollars as, a Eurodollar Rate Loans or, failing thatLoan shall be ineffective and such Loan shall be continued as a Base Rate Loan, (iB) 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 in good faith plus the Applicable Percentage; provided, in the case of Loans denominated Borrowings in Dollars, that if the circumstances giving rise to 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 (ii) 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), (x) the administrator of the Eurodollar Screen Rate has made a public statement identifying a specific date after which the Eurodollar Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the Eurodollar Screen Rate), (y) the supervisor for the administrator of the Eurodollar Screen Rate has made a public statement identifying a specific date after which the 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 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 Applicable Percentage); provided that, if such alternate rate of interest as so determined would be less than zero, such rate in the case of Revolver Loans and Delayed Draw Term A Loans shall be deemed to be zero for the purposes of this Credit 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 Credit Agreement so long as the Administrative Agent shall not have converted received, within five Business Days of the date such request into amendment is so posted or otherwise distributed to the Lenders as referred to in the previous sentence, a request written notice from the Required Lenders (or, to the extent relating to Eurodollar Rate Loans relating to Eurodollar Rate Loans in currencies other than Dollars, the 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 be) object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii)(w), clause (ii)(x) or clause (ii)(y) of the first sentence of this 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), (x) any Loan Notice that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of Eurodollar Rate Loans shall be ineffective and (y) if any Loan Notice requests a Borrowing of Eurodollar Rate Loans, such Borrowing shall be made as a Borrowing of Base Rate Loans in the amount specified therein and (ii) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)Loans.

Inability to Determine Rates. If (a) If, for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, (i) the Administrative Agent or is advised by the Required Lenders determine that Dollar deposits are not being offered to banks in the London interbank eurodollar market for any reason the applicable amount and Interest Period of such Eurodollar Rate Loan, (ii) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated in any currency(including because the Eurodollar Base Rate is not available or published on a current basis), or (iii) the Administrative Agent is advised by the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower Company and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Parent Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or, failing that, (i) in the case of Loans denominated 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 therein. (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)(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 administrator of the Eurodollar Base Rate is insolvent (and there is no successor administrator that will continue publication of the Eurodollar Base Rate), (x) 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 (z) 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 case of a Revolving United States at such time, and shall enter into an amendment to this Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected Agreement to reflect such Revolving alternate rate of interest and such other related changes to this Credit Lenders’ cost Agreement as may be applicable (but for the avoidance of funding such Revolving Credit Loan (in which casedoubt, such substitute 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 the “Eurocurrency Rate” zero for the applicable Borrowingpurposes of this Credit 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 Agent shall not have received, within five Business Days of the date a copy of such amendment is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, (A) in the case of the circumstances described in clause (ii)(w), clause (ii)(x) or clause (ii)(y) of the first sentence of this 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 (B) in the 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 continuation of any Revolving Credit Borrowing as, Eurodollar Rate Loans shall be ineffective and (y) if any Committed Loan Notice requests a Borrowing of Eurodollar Rate Loans, such Borrowing shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)as a Base Rate Loan.

Inability to Determine Rates. If the Administrative Agent reasonably determines, or the Administrative Agent is advised by the Required Lenders determine 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 (i) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (ii) adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated in any currencyLoan, or (iii) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such the Required Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency and Base Rate Loans as to which the interest rate is determined by reference to the Eurodollar Rate shall be suspended until the Administrative Agent (upon the instruction of the 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 Parent Borrower may revoke any pending request for a Borrowing ofthe borrowing of Revolving Loans, conversion to or continuation of Eurocurrency the Eurodollar Rate Loans or, failing that, (i) in the case of Loans denominated in Dollars, 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 and (ii) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)therein.

Inability to Determine Rates. (a) If the Administrative Agent or the Required Lenders reasonably determine that (i) for any reason adequate and reasonable means do not exist for determining the Eurocurrency Rate or the Adjusted Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan denominated (including because the LIBO Rate is not available or published on a current basis), (ii) they are unable to obtain matching deposits in any currency, the London inter-bank market at or 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 (iii) the Eurocurrency Rate or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Adjusted Eurocurrency Rate for any currency requested Interest Period with respect to for such proposed Eurocurrency Rate Loan does Loans will not adequately and fairly reflect the cost to such Required Lenders of making, funding such Loan, or that deposits in the currency of such maintaining their respective Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market Loans for the applicable amount and the such Interest Period of such Eurocurrency Rate LoanPeriod, the Administrative Agent will promptly so notify the Parent Borrower ESI and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in such currency shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Parent Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, (i) in the case of Eurocurrency Rate Loans denominated in Dollars, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein and Dollars in (ii) 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. (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 Revolving Credit Loan 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 (ii) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that the circumstances set forth in clause (i) of Section 3.03(a) have arisen and such circumstances are unlikely to be denominated temporary or (iii) the circumstances in clause (i) of Section 3.03(a) have not arisen but the supervisor for the administrator of the US LIBO Rate, EURIBO Rate or Alternate Currency LIBO Rate or a currency other than Dollars, unless Governmental Authority having jurisdiction over the Administrative AgentAgent has made a public statement identifying a specific date after which the US LIBO Rate, EURIBO Rate or Alternate Currency LIBO Rate shall no longer be used for determining interest rates for loans, then the relevant Revolving Credit Lenders Administrative Agent and ESI or the Borrowers otherwise agree 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 substitute rate of interest for fixed periods for syndicated loans in the United States at such time (it being agreed that is selected such rate shall at no time be less than 0.00% per annum), and shall enter into an amendment to this Agreement to reflect such Revolving Credit Lenders’ cost alternate rate of funding interest and such Revolving Credit Loan (in other related changes as may be applicable which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for are agreed by ESI or the applicable Borrowing), Borrower and the Administrative Agent at such Revolving Credit Loan shall be made in Dollars time. Notwithstanding anything to the contrary in the Dollar Equivalent amount 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 requested Borrowing (and all Revolving Credit Loans then outstanding date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that are denominated in they object to such currency shall be repaid at the end of the then current Interest Period)amendment.

Inability to Determine Rates. If the Administrative Agent or the 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 Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated or in any currencyconnection with an existing or proposed Base Rate Loan, or (c) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency 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 Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such 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 until the Administrative Agent (upon the instruction of the 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 Eurocurrency Eurodollar Rate Loans or, failing that, (i) in the case of Loans denominated in Dollars, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein and (ii) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)therein.

Inability to Determine Rates. If the 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) 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 Eurocurrency Adjusted Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated or in any currency, connection with an existing or proposed Base Rate Loan or (c) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency shall be suspended suspended, and (ii) 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 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 Eurocurrency Eurodollar Rate Loans or, failing that, (i) in the case of Loans denominated 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 therein; provided, however, that if the Borrower and (ii) in the case of applicable Lenders cannot agree within a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agentreasonable time on an alternative rate for such Loans, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect Borrower may, at its discretion, either (x) prepay such Revolving Credit Lenders’ cost of funding Loans or (y) maintain such Revolving Credit Loan (Loans outstanding, in which case, the interest rate payable to the applicable Lender on such substitute rate shall be deemed to Loans will be the “Eurocurrency rate determined by the Administrative Agent as its cost of funds to fund a Borrowing of such Loans with maturities comparable to the Interest Period applicable thereto plus the Applicable Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period).

Inability to Determine Rates. If the Administrative Agent or the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan denominated in any currency, or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Rate for any currency requested Interest Period with respect to such proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in such currency shall be suspended until the Administrative Agent (upon the instruction of the 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 Eurocurrency Rate Loans or, failing that, (i) in the case of Loans denominated 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 therein, and (ii) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers Borrower otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period).

Inability to Determine Rates. If the Administrative Agent or the 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 Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated or in any currencyconnection with an existing or proposed Base Rate Loan, or (c) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency 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 Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such 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 until the Administrative Agent (upon the instruction of the 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 Eurocurrency Eurodollar Rate Loans or, failing that, (i) in the case of Loans denominated 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 and (ii) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)therein.

Inability to Determine Rates. If the Administrative Agent or the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof that (a) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in any currencyDollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan, or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currencyc) determine that the Eurocurrency Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in such 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 Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Parent Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans in the affected currency or currencies or, failing that, (i) in the case of Loans denominated in Dollars, 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 and or (iiB) in the case of any other Loans, a Revolving Credit Loan to be denominated bearing interest at the Overnight Rate for the requested currency, or in the case of a currency other than Dollars, unless the Administrative Agentconversion of an existing Loan, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (currency in which case, such substitute rate shall be deemed Loan was denominated prior to be such conversion plus the “Applicable Rate for Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)Rate Loans.

Inability to Determine Rates. (a) If the Administrative Agent or the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for the applicable currency for the applicable amount and Interest Period of the Eurocurrency Rate Loan, as the case may be, (ii)(x) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan denominated in any currencyLoan, as the case may be, or in connection with an existing or proposed Base Rate Loan, and (y) the Required Lenders circumstances described in clause (excluding for all purposes of this Section 3.02 onlyc)(i) below do not apply (in each case with respect to clauses (i) and (ii) above, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency“Impacted Loans”) determine that or (iii) the Eurocurrency Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Rate Loan Loan, as the case may be does not adequately and fairly reflect the cost to such the Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower Company and each Lenderall Lenders. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans Loans, as the case may be, in such 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 Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of or the Required Lenders) revokes Lenders revoke such notice. Upon receipt of such notice, the Parent Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans Loans, as the case may be in the affected currency or currencies or, failing that, (i) in the case of solely with respect to Loans denominated 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 and therein. (iib) in Notwithstanding the case of a Revolving Credit Loan to be denominated in a currency other than Dollarsforegoing, unless if the Administrative AgentAgent has made the determination described in clause (a)(i) or (a)(ii) above, the relevant Revolving Credit Lenders Administrative Agent and the Borrowers otherwise agree to a substitute Company may establish an alternative interest rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (for the Impacted Loans, in which case, such substitute alternative rate of interest shall apply with respect to the Impacted Loans until (i) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a)(i) or (a)(ii) above, (ii) the Administrative Agent or the Required Lenders notify the Administrative Agent and the 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 be have converted such request into a request for a Borrowing of Base Rate Loans (subject to the “Eurocurrency Rate” for the applicable Borrowingforegoing clause (y), such Revolving Credit Loan shall be made in Dollars ) in the Dollar Equivalent amount specified therein. Notwithstanding anything else herein, any definition of the requested Borrowing (and all Revolving Credit Loans then outstanding LIBOR Successor Rate shall provide that are denominated in no event shall such currency shall LIBOR Successor Rate be repaid at the end less than zero for purposes of the then current Interest Period)this Agreement.

Inability to Determine Rates. If the Administrative Agent reasonably determines, or the Administrative Agent is advised by the Required Lenders determine 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 (i) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (ii) adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated in any currencyLoan, or (iii) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such the Required Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency and Base Rate Loans as to which the interest rate is determined by reference to the Eurodollar Rate shall be suspended until the Administrative Agent (upon the instruction of the 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 Parent Borrower may revoke any pending request for a Borrowing ofthe borrowing of Loans, conversion to or continuation of Eurocurrency the Eurodollar Rate Loans or, failing that, (i) in the case of Loans denominated in Dollars, 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 and (ii) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)therein.

Inability to Determine Rates. If Subject to Section 2.14, if, on or prior to the first day of any Interest Period for any SOFR Loan: (1) the Administrative Agent or 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 SOFR Loan or a conversion tothereto or a continuation of a Eurodollar Rate Loan, (i) the Administrative Agent determines (at the direction of 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, or (B) (1) adequate and reasonable means do not exist for determining the Eurocurrency 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 Loan 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 (ii) 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 Eurocurrency Rate Loan denominated in any currency, or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Rate for any currency requested Interest Period with respect to such proposed Eurocurrency Rate Eurodollar RateSOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, or that deposits in making and maintaining such Loan, and the currency Required Lenders have provided notice of such Eurocurrency Rate Loan are not being offered determination to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate LoanAdministrative Agent, the Administrative Agent will promptly so notify the Parent Borrower and each 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 Eurocurrency permit any conversion to a Eurodollar Rate LoanSOFR Loans or to convert Base Rate Loans in such currency to SOFR Loans, shall be suspended (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 caseSOFR Loans or affected Interest Periods) until the Administrative Agent (upon uponat the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Parent Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Eurocurrency a Eurodollar Rate LoanSOFR Loans or, failing that, (i) in to the case of Loans denominated 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 and (ii) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount extent of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current affected Eurodollar Rate Loan or Interest Period).

Inability to Determine Rates. If the 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 (i) 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, (ii) adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated or in any currencyconnection with an existing or proposed Base Rate Loan, or (iii) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LoanLoan (each, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loana “Market Disruption Event”), the Administrative Agent will promptly so notify the Parent Borrower Borrowers and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency 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 Required Lenders) revokes such notice. Upon receipt of such notice, the Parent Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or, failing that, (i) in the case of Loans denominated 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 and (ii) therein. During any period in which a Market Disruption Event is in effect, the case of a Revolving Credit Loan to be denominated in a currency other than DollarsBorrowers may request, unless through the Administrative Agent, that the relevant Revolving Credit Required Lenders and confirm that the Borrowers otherwise agree circumstances giving rise to a substitute rate that is selected the Market Disruption Event continue to reflect be in effect. If, within ten Business Days following such Revolving Credit Lenders’ cost confirmation request, the Required Lenders have not confirmed the continued effectiveness of funding such Revolving Credit Loan (in which caseMarket Disruption Event, then such substitute rate Market Disruption Event shall no longer be deemed to be in effect; provided, that (A) the “Eurocurrency Rate” for 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 applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount failure to provide confirmation of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated continued effectiveness of such Market Disruption Event shall in such currency shall be repaid at any way affect the end Required Lenders’ right to provide any additional notices of the then current Interest Period)a Market Disruption Event as provided in this Section 3.03.

Inability to Determine Rates. If If, on or prior to the first day of any Interest Period (an “Affected Interest Period”): (a) the Administrative Agent determines that, by reason of circumstances affecting the London interbank market, LIBOR cannot be determined pursuant to the definition thereof; or (b) the Required Lenders determine and notify the Administrative Agent that the relevant rate of interest referred to in the definition of “LIBOR” upon the basis of which the rate of interest for any reason adequate and reasonable means do not exist Loans for determining the Eurocurrency Rate for any requested such Affected Interest Period with respect is to a proposed Eurocurrency Rate Loan denominated in any currency, or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are be determined will not available for Loans in such currency) determine that the Eurocurrency Rate for any currency requested Interest Period with respect be adequate to such proposed Eurocurrency Rate Loan does not adequately and fairly reflect cover the cost to such Lenders of funding making or maintaining its Disbursements for such Loan, Affected Interest Period; or that deposits in (c) the currency Screen Rate is not available or the Screen Rate is zero or negative and none or only one of such Eurocurrency Rate Loan are not being offered the Reference Banks supplies a rate to banks in the applicable London or other relevant interbank market Administrative Agent to determine LIBOR for the applicable amount and the relevant Interest Period of such Eurocurrency Rate LoanPeriod, the Administrative Agent will promptly so notify shall give notice thereof (a “Rate Determination Notice”) to the Parent Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency as soon as practicable thereafter. If such notice is given, during the thirty (30) day period following such Rate Loans in such currency shall be suspended until Determination Notice (the “Negotiation Period”) the Administrative Agent and the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis (having the written approval of all Lenders) for the Disbursements that shall reflect the cost to the Lenders of funding their Disbursements from alternative sources (a “Substitute Basis”), and if such Substitute Basis is so agreed upon during the Negotiation Period, such Substitute Basis shall apply in lieu of LIBOR to all Interest Periods commencing on or after the first day of the Affected Interest Period, until the circumstances giving rise to such notice have ceased to apply. During the Negotiation Period, the Lenders are not obliged to fund any Disbursement unless and until a Substitute Basis is agreed upon. If a Substitute Basis is not agreed upon during the Negotiation Period, each Lender shall, subject to compliance with applicable Brazilian laws and regulations, determine (and shall certify from time to time in a certificate delivered by such Lender to the Administrative Agent setting forth in reasonable detail the basis of the computation of such amount) the rate basis reflecting the cost to such Lender of funding its Loans for the Interest Period commencing on or after the first day of the Affected Interest Period, until the circumstances giving rise to such notice have ceased to apply, and such rate basis shall be binding upon the instruction Borrower and such Lender and shall apply in lieu of the Required Lenders) revokes such notice. Upon receipt of such noticeLIBOR, the Parent Borrower may revoke any pending request as applicable, for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, (i) in the case of Loans denominated 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 and (ii) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period).

Inability to Determine Rates. If the Required Lenders 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 continuation of a Eurodollar Rate Loan that (i) Dollar deposits are not being offered to banks in the Required Lenders determine that London interbank eurodollar market for any reason the applicable amount and Interest Period of such Eurodollar Rate Loan, (ii) adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated or in any currency, connection with an existing or proposed Base Rate Loan or (iii) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Eurodollar Base Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will as promptly as practicable so notify the Parent Borrower (by telephone and/or facsimile) and each Lender. Thereafter, (x) any Interest Election Request that requests the obligation conversion of any Base Rate Loan to a Eurodollar Rate Loan or the continuation of a Eurodollar Rate Loan shall be ineffective, (y) if any Borrowing Request requests a Eurodollar Rate Borrowing, then such Borrowing shall be made as a Base Rate Borrowing and (z) in the event of a determination described in the preceding sentence with respect to the Eurodollar Base Rate component of the Lenders to make or maintain Eurocurrency Base Rate, the utilization of the Eurodollar Base Rate Loans component in such currency determining the Base Rate shall be suspended suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon Notwithstanding anything to the contrary herein, upon receipt of such notice, the Parent 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 Eurocurrency Eurodollar Rate Loans or, failing that, (i) in the case of Loans denominated 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 and (ii) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)therein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a continuation thereof, any Lender determines that (i) Dollar deposits are not being offered to banks in the Administrative Agent London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or the Required Lenders determine that for any reason (ii) adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan denominated in any currency, or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Rate for any currency requested Interest Period with respect to such proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Eurodollar Rate Loan, the Administrative Agent such Lender will promptly so notify the Parent Borrower and each LenderBorrower. Thereafter, the obligation of the Lenders such Lender to make or maintain Eurocurrency Eurodollar Rate Loans in such currency shall be suspended until (to the Administrative Agent (upon the instruction extent of the Required Lenders) affected Eurodollar Rate Loans or Interest Periods), in each case until such Lender 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 Eurocurrency Eurodollar Rate Loans or, failing that, (i) in the case of Loans denominated 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 and therein. (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) or (ii) in the case of a Revolving Credit Loan have arisen and such circumstances are unlikely to be denominated temporary or (ii) the circumstances set forth in clause (a)(i) or (ii) have not arisen but the supervisor for the administrator of LIBOR or a currency other than DollarsGovernmental Authority has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans, unless then the Administrative Agent, the relevant Revolving Credit Initial Lenders and the Borrowers otherwise agree Borrower shall 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 substitute rate that is selected of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such Revolving Credit Lenders’ cost alternate rate of funding interest and such Revolving Credit Loan (other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in which caseSection 10.1, such substitute amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b), the Borrower may revoke any pending request for a Borrowing of, 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; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be the “Eurocurrency Rate” zero for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount purposes of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)this Agreement.

Inability to Determine Rates. (a) If in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof, (i) subject to Section 3.03(b), the Administrative Agent determines that (A) deposits in Dollars are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan or the Required Lenders determine that for any reason (B) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan denominated or in any currencyconnection with an existing or proposed Base Rate Loan (in each case with respect to clause (i) above, “Impacted Loans”), or (ii) the Administrative Agent or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that for any reason the Eurocurrency Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in such currency shall be suspended suspended, (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case, until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Parent Borrower 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, (i) in the case of Loans denominated in Dollars, will be deemed to have converted such request into into, in the case of a requested Eurocurrency Rate Loan, a request for a Borrowing of Base Rate Loans in the amount specified therein and (ii) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)therein.

Inability to Determine Rates. (a) If the Administrative Agent or the Required Lenders determine that for any reason (i) adequate and reasonable means do not exist for determining the Eurocurrency applicable LIBO Rate for any requested Interest Period with respect to a proposed Eurocurrency LIBO Rate Loan denominated in any currencyLoan, or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currencyii) determine that the Eurocurrency LIBO Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency LIBO Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or (iii) that Dollar deposits in the currency of such Eurocurrency Rate Loan or Euro deposits are not being offered to banks in the applicable London interbank eurodollar, or other relevant interbank applicable, market for the applicable amount and the Interest Period of such Eurocurrency LIBO Rate LoanLoan (in each case with respect to the 2018 Refinancing Term Loans and 2021 Incremental Term Loans in the event of clause (iii), the “Impacted Loans”), the Administrative Agent will promptly so notify the Parent Lead Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency LIBO Rate Loans in such currency shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Parent Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency such LIBO Rate Loans or, failing that, (i) in the case of Loans denominated in Dollars, 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 and (ii) or, in the case of a pending request for a Loan denominated in Euros, the Borrower and the Lenders may establish a mutually acceptable alternative rate). Notwithstanding the foregoing, if the Required Lenders have made the determination described in clause (iii) of this Section, the Administrative Agent and the Required Lenders may, with the consent of the Borrowers (consent not to be unreasonably withheld, delayed or conditioned), 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 (upon the instruction of the Required Lenders) revokes the notice delivered with respect to the Impacted Loans under clause (iii) of the first sentence of this section, in which case the LIBO Rate shall be determined as otherwise provided in this Agreement, (2) the Administrative Agent (upon the instruction of the Required Lenders) notifies the 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, in which case of preceding clause (2) or (3), the obligation of the Lenders to make or maintain LIBO Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes the notice referred to in clause (2) or (3), as applicable. (i) Without limitation of the provisions set forth in clause (a) above with respect to the 2018 Refinancing Term Loan Lenders and the Revolving Credit Lenders, for the benefit of the 2021 Incremental Term Loan to be denominated Lenders and the 2021 Refinancing Revolving Credit Lenders (but not the 2018 Refinancing Term Loan Lenders), upon the occurrence of a Benchmark Transition Event or an Early Opt-in a currency other than DollarsElection, unless as applicable, the Administrative AgentAgent and the Lead Borrower may amend this Agreement to replace the LIBO Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event, which, for the relevant avoidance of doubt, shall be the same for the 2021 Incremental Term Loans and the 2021 Refinancing Revolving Credit Loans, will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all 2021 Incremental Term Loan Lenders, all 2021 Refinancing Revolving Credit Lenders and the Borrowers otherwise agree Lead Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment (x) with respect to the 2021 Incremental Term Loans, from the 2021 Incremental Term Loan Lenders comprising the Required Class Lenders of the 2021 Incremental Term Loans and (y) with respect to the the 2021 Refinancing Revolving Credit Loans, the 2021 Refinancing Revolving Credit Lenders comprising the Required Class Lenders of the 2021 Refinancing Revolving Credit Loans. Any such amendment with respect to an Early Opt-in Election will become effective (x) with respect to the 2021 Incremental Term Loans, on the date the 2021 Incremental Term Loan Lenders comprising the Required Class Lenders of the 2021 Incremental Term Loans and (y) with respect to the the 2021 Refinancing Revolving Credit Loans, on the date the 2021 Refinancing Revolving Credit Lenders comprising the Required Class Lenders of the 2021 Refinancing Revolving Credit Loans, in each case, have delivered to the Administrative Agent written notice that such Required Class Lenders accept such amendment. No replacement of LIBO Rate with a Benchmark Replacement pursuant to this Section 3.03(b) will occur prior to the applicable Benchmark Transition Start Date. (ii) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement. (iii) The Administrative Agent will promptly notify the Lead Borrower and, the 2021 Incremental Term Loan Lenders and the 2021 Refinancing Revolving Credit Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or the 2021 Incremental Term Loan Lenders amd the 2021 Refinancing Revolving Credit Lenders pursuant to this Section 3.03(b), including any determination with respect to a substitute tenor, rate that is selected or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which casetake or refrain from taking any action, such substitute rate shall will be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall conclusive and binding absent manifest error and may be made in Dollars its or their sole discretion and without consent from any other party, except, in each case, as expressly required pursuant to this Section 3.03(b). As used in this Section 3.03(b), the Dollar Equivalent amount of following terms shall have the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)meanings set forth below.

Inability to Determine Rates. If (a) If, in connection with any request for a EurocurrencyTerm SOFR Rate Loan or a Daily SOFR Rate Loan, or a conversion toof Daily SOFR Rate Loans to Term SOFR Rate Loans or a continuation thereofof any of such advances, as applicable, (ia) Administrative Agent determines (which determination shall be conclusive absent manifest error) that (Ai) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurocurrency Rate Loanno Successor Rate has been determined in accordance with Section 4.3(b), and the circumstances under Section 4.3(b)(i) or the Scheduled Unavailability Date has occurred, or (B) (xii) adequate and reasonable means do not otherwise exist for determining Eurocurrency RateTerm SOFR for any requested Interest Period with respect to a proposed EurocurrencyTerm SOFR Rate Loan (whether in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan, or (iii) adequate and (y) the circumstances described in Section 4.3(c) (i) do not apply (in each case with respect to clause (i) above, “Impacted Loans”)reasonable means do not otherwise exist for determining Daily Simple SOFR in connection with an existing or proposed Daily SOFR Rate Loan, or (iib) Administrative Agent or the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Eurocurrency Rate Ratethat Term SOFR for any requested Interest Period or Daily Floating LIBORSimple SOFR with respect to a proposed Eurocurrency Rate Loan denominated in any currency, or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Rate for any currency requested Interest Period with respect to such proposed Eurocurrency Rate Loan Loanadvance does not adequately and fairly reflect the cost to such Lenders of funding such LoanLoanadvance, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency EurocurrencyTerm SOFR Rate Loans, Daily SOFR Rate Loans, or to convert Daily SOFR Rate Loans in such currency to Term SOFR Rate Loans, shall be suspended (to the extent of the affected EurocurrencyTerm SOFR Rate Loans, Daily SOFR Rate Loans, or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to Eurocurrency Ratethe Term SOFR component of the Base Rate, the utilization of Eurocurrency Ratethe Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by Required Lenders described in Section 4.3(b), until Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Parent (1) Borrower may revoke any pending request for a Borrowing Loanborrowing of, or conversion to to, or continuation of Eurocurrency EurocurrencyTerm SOFR Rate Loans or Daily SOFR Rate Loans (to the extent of the affected EurocurrencyTerm SOFR Rate Loans, Daily SOFR Rate Loans, or Interest Periods), or, failing that, (i) in the case of Loans denominated in Dollars, will be deemed to have converted such request into a request for a Borrowing borrowing of Base Rate Loans in the amount specified therein and (ii) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)therein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar RateTerm SOFR Loan or a conversion toof Base Rate Loans to Term SOFR Loans or a continuation thereofof any such Loans, as applicable, (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(which determination shall be conclusive absent manifest error) that (A) no Successor Rate has been determined in accordance with Section 3.03(b), and the circumstances under clause (i) of Section 3.03(b) or the Required Lenders determine that for any reason Scheduled Unavailability Date has occurred, or (B) adequate and reasonable means do not otherwise exist for determining the Eurocurrency Rate Eurodollar RateTerm SOFR for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar RateTerm SOFR Loan or in connection with an existing or proposed Base Rate Loan denominated (in any currencyeach case with respect to this clause (i), “Impacted Loans”), or (ii) the Administrative Agent or the Required Lenders (excluding for all purposes of this Section 3.02 onlydetermine that, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Rate for any currency reason the Eurodollar Rate, Term SOFR for any requested Interest Period with respect to such a proposed Eurocurrency Rate Eurodollar RateTerm SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Eurodollar RateTerm SOFR Loan, the Administrative Agent will promptly so notify the Parent Borrower Borrowers and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar RateTerm SOFR Loans, or to convert Base Rate Loans in such currency to Term SOFR Loans, shall be 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 RateTerm SOFR component of the Base Rate, the utilization of the Eurodollar RateTerm SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Parent Borrower Borrowers may revoke any pending request for a Borrowing of, or conversion to to, or continuation of Eurocurrency Rate Eurodollar RateTerm SOFR Loans (to the extent of the affected Eurodollar RateTerm SOFR Loans or Interest Periods) or, failing that, (i) in the case of Loans denominated 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 and (ii) any outstanding Term SOFR Loans shall be deemed to have been converted to Base Rate Loans immediately at the end of their respective applicable Interest Period. (b) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in the case clause (i) of a Revolving Credit Loan to be denominated in a currency other than DollarsSection 3.03(a), unless the Administrative Agent, in consultation with the relevant Revolving Credit Lenders and Parent, may establish an alternative interest rate for the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (Impacted Loans, in which case, such substitute alternative rate of interest shall be deemed apply with respect to be the “Eurocurrency Rate” for Impacted Loans until (1) the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in Administrative Agent revokes the Dollar Equivalent amount notice delivered with respect to the Impacted Loans under clause (i) of the requested Borrowing first sentence of this Section, (2) the Required Lenders notify the Administrative Agent and all Revolving Credit the 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 then outstanding that are denominated in whose interest is determined by reference to such currency shall be repaid at 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 end authority of such Lender to do any of the then current Interest Period)foregoing and provides the Administrative Agent and the Borrowers written notice thereof. (c) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents:

Inability to Determine Rates. If the Administrative Agent or the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof that (a) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Committed Loan denominated or Eurocurrency Rate Term Loan or in any currencyconnection with an existing or proposed Base Rate Loan, or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currencyc) determine that the Eurocurrency Base Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Rate Committed Loan or Eurocurrency Rate Term Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in such the affected currency or currencies shall be suspended suspended, and (y) the Base Rate shall be determined as provided in the proviso to the definition of the term “Base Rate”, in each case until the Administrative Agent (upon the instruction of the Required LendersLenders or the Class Required Lenders in respect of the Committed Loans, the applicable Term Loans or 2015 Term Loans, as the case may be) revokes such notice. Upon receipt of such notice, the Parent Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Committed Loans or Eurocurrency Rate Term Loans in the affected currency or currencies or, failing that, (i) in the case of Loans denominated in Dollars, will be deemed to have converted such request into a request for a Borrowing of, conversion to or continuation of Base Rate Committed Loans or Base Rate Term Loans, as applicable, in the amount specified therein and (ii) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)therein.

Inability to Determine Rates. If the Administrative Agent or the Required Lenders determine that for any reason in connection with any request for a Eurodollar RateTerm SOFR Loan or a conversion to or continuation of any of the foregoing that (a) deposits are not being offered to banks in the European interbank market, the London interbank Eurodollar market or other offshore interbank market for Dollars for the applicable amount and Interest Period of such Eurodollar Rate Loan[reserved], (b) adequate and reasonable means do not exist for determining the Eurocurrency Rate Eurodollar RateAdjusted Term SOFR for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar RateTerm SOFR Loan or in connection with an existing or proposed Base Rate Loan denominated in any currencyLoan, or (c) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Rate Eurodollar RateAdjusted Term SOFR for any currency requested Interest Period with respect to such a proposed Eurocurrency Rate Eurodollar RateTerm SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Term Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender. Thereafter, in the obligation event of a determination described in the preceding sentence with respect to the Eurodollar RateAdjusted Term SOFR component of the Lenders to make or maintain Eurocurrency Base Rate, the utilization of the Eurodollar RateAdjusted Term SOFR component in determining the Base Rate Loans in such currency shall be suspended suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Parent Borrower may revoke any pending request for a Term Borrowing of, conversion to or continuation of Eurocurrency Rate Eurodollar RateTerm SOFR Loans or, failing that, (i) in the case of Loans denominated in Dollars, will be deemed to have converted such request into a request for a Term Borrowing of Base Rate Loans in the amount specified therein therein. and (ii) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall any outstanding affected Term SOFR Loans will be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit have been converted into Base Rate Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current applicable Interest Period). Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 3.05. Subject to Section 3.09, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate for Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates. (a) If the 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 (i) 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, (ii) adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated in any currencyLoan, or (iii) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower applicable Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Parent Borrower applicable Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or, failing that, (i) in the case of Loans denominated in Dollars, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans or U.S. Base Rate Loans, as the case may be, in the amount specified therein therein. (b) If the Reuters Screen CDOR Page is not available for the timely determination of the BA Discount Rate, and (ii) in the case of a Revolving Credit Loan to BA Discount Rate for any Bankers’ Acceptances or Notional Bankers’ Acceptances cannot otherwise be denominated determined in a currency other than Dollarstimely manner in accordance with the definition of “BA Discount Rate”, unless the Administrative Agent, Agent shall forthwith notify the relevant applicable Borrower and the Canadian Revolving Credit Lenders that such interest rate cannot be determined for such Bankers’ Acceptances and Notional Bankers’ Acceptances, and the Borrowers otherwise agree obligation of such Lenders to a substitute rate that is selected make, or to reflect such Revolving Credit Lendersrenew, Bankers’ cost of funding such Revolving Credit Loan (in which case, such substitute rate Acceptances and Notional Bankers’ Acceptances shall be deemed to be suspended until circumstances causing such suspension no longer exist, upon which the “Eurocurrency Rate” for Administrative Agent shall notify the applicable Borrowing), Parent and such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)Lenders thereof.

Inability to Determine Rates. If the 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 (a) Dollar deposits are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated or in any currencyconnection with an existing or proposed Base Rate Loan (in each case with respect to clauses (a) and (b) above, “Impacted Loans”), or (c) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency 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 Required Lenders) revokes such notice. Upon receipt of such notice, the Parent Borrower may revoke any pending request for a Committed Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans in the affected currency or currencies or, failing that, (i) in the case of Loans denominated in Dollars, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein and (ii) therein. Notwithstanding the foregoing, if the Required Lenders have made the determination described in the case of a Revolving Credit Loan to be denominated in a currency other than Dollarsthis section, unless the Administrative Agent, with the relevant Revolving Credit Lenders consent of the Borrower and in consultation with the Borrowers otherwise agree to a substitute Required Lenders, may establish an alternative interest rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (for the Impacted Loans, in which case, such substitute alternative rate of interest shall be deemed apply with respect to be the “Eurocurrency Rate” for Impacted Loans until (1) the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in Administrative Agent revokes the Dollar Equivalent amount notice delivered with respect to the Impacted Loans under clauses (a) and (b) of the requested Borrowing first sentence of this section, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and all Revolving Credit 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 then outstanding that are denominated in whose interest is determined by reference to such currency shall be repaid at 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 end authority of such Lender to do any of the then current Interest Period)foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof (a) Administrative Agent determines that (i) 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 (ii) 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 (in each case with respect to clause (a)(i) above, “Impacted Loans”), or (b) Administrative Agent or the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan denominated in any currency, or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Rate for any currency requested Interest Period with respect to such proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency 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 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 Eurocurrency Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, (i) in the case of Loans denominated in Dollars, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein and therein. Notwithstanding the foregoing, if Administrative Agent has made the determination described in clause (iia)(i) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollarsthis Section, unless the Administrative Agent, the relevant Revolving Credit Lenders in consultation with Borrower and the Borrowers otherwise agree to a substitute affected Lenders, may establish an alternative interest rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (for the Impacted Loans, in which case, such substitute alternative rate of interest shall be deemed apply with respect to be the “Eurocurrency Rate” for Impacted Loans until (1) Administrative Agent revokes the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in notice delivered 55 with respect to the Dollar Equivalent amount Impacted Loans under clause (a) of the requested Borrowing first sentence of this Section, (2) Administrative Agent or the Required Lenders notify Administrative Agent and all Revolving Credit 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 then outstanding that are denominated in whose interest is determined by reference to such currency shall be repaid at 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 end authority of such Lender to do any of the then current Interest Period).foregoing and provides Administrative Agent and Borrower written notice thereof

Inability to Determine Rates. (a) If 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, (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, or (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 (in each case with respect to clause (i), “Impacted Loans”), or (ii) the Administrative Agent or the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan denominated in any currency, or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Rate for any currency requested Interest Period with respect to such proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency shall be suspended suspended, and (ii) 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 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 Eurocurrency Eurodollar Rate Loans or, failing that, (i) in the case of Loans denominated 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 and therein. (iib) in Notwithstanding the case of a Revolving Credit Loan to be denominated in a currency other than Dollarsforegoing, unless if the Administrative AgentAgent has made the determination described in clause (a)(i) of this Section, the relevant Revolving Credit Lenders Administrative Agent in consultation with the Borrower and the Borrowers otherwise agree to a substitute Required Lenders, may establish an alternative interest rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (for the Impacted Loans, in which case, such substitute alternative rate of interest shall be deemed apply with respect to be the “Eurocurrency Rate” Impacted Loans until (i) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a)(i) of this Section, (ii) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to the 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 applicable Borrowing), authority of such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount Lender to do any of the requested Borrowing (foregoing and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at provides the end of Administrative Agent and the then current Interest Period)Borrower written notice thereof.

Inability to Determine Rates. If in connection with any request for a LIBOR Rate Loan or a conversion to or continuation thereof, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such LIBOR Rate Loan, or the Required Lenders determine that for any reason (ii) adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency LIBOR Rate Loan denominated or in any currencyconnection with an existing or proposed Base Rate Loan (in each case with respect to clause (a) above, “Impacted Loans”), or (b) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that for any reason the Eurocurrency LIBOR Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency LIBOR Rate Loans in such currency shall be suspended (to the extent of the affected LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the LIBOR Rate component of the Base Rate, the utilization of the LIBOR Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Parent Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Eurocurrency LIBOR Rate Loans (to the extent of the affected LIBOR Rate Loans or Interest Periods) or, failing that, (i) in the case of Loans denominated in Dollars, will be deemed to have converted such request into a request for a Borrowing borrowing of or conversion to Base Rate Loans in the amount specified therein and therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (iia) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollarsthis section, unless the Administrative Agent, with the relevant Revolving Credit Lenders prior written consent of the Borrower and the Borrowers otherwise agree to a substitute affected Lenders, may establish an alternative interest rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (for the Impacted Loans, in which case, such substitute alternative rate of interest shall be deemed apply with respect to be the “Eurocurrency Rate” for Impacted Loans until (1) the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in Administrative Agent revokes the Dollar Equivalent amount notice delivered with respect to the Impacted Loans under clause (a) of the requested Borrowing first sentence of this section, (2) the Administrative Agent or such affected Lenders notify the Administrative Agent and all Revolving Credit 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 then outstanding that are denominated in whose interest is determined by reference to such currency shall be repaid at 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 end authority of such Lender to do any of the then current Interest Period)foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If Unless the Administrative Agent or provisions of Section 1.10 apply, if 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 (i) 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, (ii) adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated or in any currencyconnection with an existing or proposed Base Rate Loan, or (iii) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LoanLoan (each, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loana “Market Disruption Event”), the Administrative Agent will promptly so notify the Parent Borrower Borrowers and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency 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 243071545v.24 the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Parent Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or, failing that, (i) in the case of Loans denominated 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 and (ii) therein. During any period in which a Market Disruption Event is in effect, the case of a Revolving Credit Loan to be denominated in a currency other than DollarsBorrowers may request, unless through the Administrative Agent, that the relevant Revolving Credit Required Lenders and confirm that the Borrowers otherwise agree circumstances giving rise to a substitute rate that is selected the Market Disruption Event continue to reflect be in effect. If, within ten Business Days following such Revolving Credit Lenders’ cost confirmation request, the Required Lenders have not confirmed the continued effectiveness of funding such Revolving Credit Loan (in which caseMarket Disruption Event, then such substitute rate Market Disruption Event shall no longer be deemed to be in effect; provided, that (A) the “Eurocurrency Rate” for 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 applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount failure to provide confirmation of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated continued effectiveness of such Market Disruption Event shall in such currency shall be repaid at any way affect the end Required Lenders’ right to provide any additional notices of the then current Interest Period)a Market Disruption Event as provided in this Section 3.03.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate LoanTerm SOFR Loan, or a conversion to orof Base Rate Loans to Term SOFR Loans, or a continuation thereofof Term SOFR Loans, as applicable, (i) the Administrative Agent Lender determines (which determination shall be conclusive absent manifest error) that (A) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such Eurodollar Rate Loanno Successor Rate has been determined in accordance with Section 3.03(b), and the circumstances under Section 3.03(b)(i) or the Required Lenders determine that for any reason Scheduled Unavailability Date has occurred, or (B)(1) adequate and reasonable means do not otherwise exist for determining the Eurocurrency Rate Eurodollar RateTerm SOFR for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar RateTerm SOFR Loan or in connection with an existing or proposed Base Rate Loan denominated Loan, and (2) the circumstances described in any currencySection 3.03(b)(i) do not apply, or (ii) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments Lender determines that are not available for Loans in such currency) determine that the Eurocurrency Rate for any currency reason the Eurodollar Ratethat Term SOFR for any requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders the Lender of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Eurodollar Rate Loan, the Administrative Agent Lender will promptly so notify the Parent Borrower and each LenderBorrower. Thereafter, (x1) the obligation of the Lenders Lender to make or maintain Eurocurrency Eurodollar RateTerm SOFR Loans, or to convert Base Rate Loans in such currency to Eurodollar RateTerm SOFR Loans, shall be suspended (to the extent of the affected Eurodollar RateTerm SOFR Loans or Interest Periods), and (y2) in the event of a determination described in the preceding sentence with respect to the Eurodollar RateTerm SOFR component of the Base Rate, the utilization of the Eurodollar RateTerm SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) Lender revokes such notice. Upon receipt of such notice, (Ix) the Parent Borrower may revoke any pending request for a Revolving Borrowing of, or conversion to to, or continuation of Eurocurrency Rate Eurodollar RateTerm SOFR Loans (to the extent of the affected Eurodollar RateTerm SOFR Loans or Interest Periods) or, failing that, (i) in the case of Loans denominated in Dollars, will be deemed to have converted such request into a request for a Revolving Borrowing of Base Rate Loans in the amount specified therein therein, and (iiIIy) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate any outstanding Eurodollar RateTerm SOFR Loans shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit have been converted to Base Rate Loans then outstanding that are denominated in such currency shall be repaid immediately at the end of the then current their respective applicable Interest Period. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Lender determines (which determination shall be conclusive absent manifest error)., or the Borrower notifies the Lender that the Borrower has determined, that: (i) adequate and reasonable means do not exist for ascertaining one month, three month or six month interest periods of Term SOFR, including 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) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Lender or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available, or permitted to be used for determining the interest rate of Dollar-denominated loans, or shall or will otherwise cease; provided, that, at the time of such statement, there is no successor administrator that is satisfactory to the Lender that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which one month, three month and six month interest periods of Term SOFR or the Term 43

Inability to Determine Rates. (a) If at the time that the Administrative Agent shall seek to determine the LIBO Screen Rate on the Rate Determination Date for any Interest Period for a Eurocurrency Borrowing, the LIBO Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Borrowing for any reason, and the Administrative Agent shall reasonably determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then (i) if such Borrowing shall be requested in Dollars, then such Borrowing shall be made as a Borrowing at the Base Rate and (ii) if such Borrowing shall be requested in any Alternative Currency, the LIBO Rate shall be equal to the rate determined by the Administrative Agent in its reasonable discretion after consultation with the Borrower and consented to in writing by the Required Lenders (the “Alternative Rate”); provided, however, that until such time as the Alternative Rate shall be determined and so consented to by the Required Lenders, Borrowings shall not be available in such Alternative Currency. For the avoidance of doubt, in no event shall the Alternative Rate be less than zero. (b) If the Administrative Agent or the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof that (a) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in any currencyDollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan, or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currencyc) determine that the Eurocurrency Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in such 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 Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the 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 Eurocurrency Rate Loans in the affected currency or currencies or, failing that, (i) in the case of Loans denominated in Dollars, will be deemed to have converted such request into (1) in the case of a request for a Eurocurrency Revolving Borrowing in Dollars, a request for a Borrowing of Base Rate Loans in the amount specified therein and (ii2) in the case of a Revolving Credit Loan to be denominated request for a Eurocurrency Borrowing in an Alternative Currency, a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to request for a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost Borrowing of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)Alternative Rate.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, (a) the Administrative Agent reasonably determines (and makes a similar determination with respect to other similar facilities with respect to which it is acting as agent) that (i) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (ii) 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 (in each case with respect to clause (a) (i) above, “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan denominated in any currency, or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Rate for any currency requested Interest Period with respect to such proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency 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 Required Lenders) 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 Eurocurrency Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, (i) in the case of Loans denominated in Dollars, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein and therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (iia) in the case (i) of a Revolving Credit Loan to be denominated in a currency other than Dollarsthis section, unless the Administrative Agent, in consultation with the relevant Revolving Credit Lenders Borrower and the Borrowers otherwise agree to affected Lenders, may establish a substitute reasonable alternative interest rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (for the Impacted Loans, in which case, such substitute alternative rate of interest shall be deemed apply with respect to be the “Eurocurrency Rate” for Impacted Loans until (1) the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in Administrative Agent revokes the Dollar Equivalent amount notice delivered with respect to the Impacted Loans under clause (a) of the requested Borrowing first sentence of this section, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and all Revolving Credit 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 then outstanding that are denominated in whose interest is determined by reference to such currency shall be repaid at 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 end authority of such Lender to do any of the then current Interest Period)foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If Subject to Section 1.15, if in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank Eurocurrency market for the applicable amount and Interest Period of such Eurocurrency Rate Loan or the Required Lenders determine that for any reason (ii) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan denominated or in any currencyconnection with an existing or proposed Base Rate Loan (in each case with respect to clause (a) above, “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that for any reason the Eurocurrency Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Lead Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in such currency shall be suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods, as applicable) and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Parent Borrower 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, (i) in the case of Loans denominated 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 or (B) if such Loans are not Revolving Credit Loans, converted such request into a request for a Borrowing in an alternative rate mutually acceptable to the Borrowers and the applicable Lenders; provided, that if the Borrowers and the applicable Lenders cannot agree within a reasonable time on an alternative rate for such Loans, the Borrowers may, at their discretion, either (x) prepay such Loans or (y) maintain such Loans outstanding, in which case, the interest rate payable to the applicable Lender on such Loans will be the rate determined by the Administrative Agent (and, prior to the Disposition Date with respect to the Initial Term B Loans and the Delayed Draw Term Loans, as determined by the GS Investor Lenders) as its cost of funds to fund a Borrowing of such Loans with maturities comparable to the Interest Period applicable thereto (which shall not be less than zero) plus the Applicable Rate. In each case of the preceding clauses (A) and (iiB), such conversion shall be deemed to occur either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) in of the case first sentence of a Revolving Credit Loan to be denominated in a currency other than Dollarsthis Section, unless the Administrative Agent, in consultation with the relevant Revolving Credit Lenders Lead Borrower and the Borrowers otherwise agree to a substitute affected Lenders, may establish an alternative interest rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (for the Impacted Loans, in which case, such substitute alternative rate of interest shall be deemed apply with respect to be the “Eurocurrency Rate” for Impacted Loans until (1) the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in Administrative Agent revokes the Dollar Equivalent amount notice delivered with respect to the Impacted Loans under clause (a) of the requested Borrowing first sentence of this section, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and all Revolving Credit the Lead 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 then outstanding that are denominated in whose interest is determined by reference to such currency shall be repaid at 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 end authority of such Lender to do any of the then current Interest Period)foregoing and provides the Administrative Agent and the Lead Borrower written notice thereof.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, (a) the Administrative Agent Lender determines that (i) Dollar deposits are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan, or the Required Lenders determine that for any reason (ii) adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated or in any currencyconnection with an existing or proposed Base Rate Loan (in each case with respect to clause (a) above, “Impacted Loans”), or (b) the Required Lenders (excluding Lender determines that for all purposes of this Section 3.02 only, any reason the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders the Lender of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Eurodollar Rate Loan, the Administrative Agent Lender will promptly so notify the Parent Borrower and each LenderCompany. Thereafter, (x) the obligation of the Lenders Lender to make or maintain Eurocurrency Eurodollar Rate Loans in such currency 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 Required Lenders) Lender revokes such notice. Upon receipt of such notice, the Parent Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, (i) in the case of Loans denominated 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 and therein. Notwithstanding the foregoing, if the Lender has made the determination described in clause (iia) in of the case first sentence of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agentthis section, the relevant Revolving Credit Lenders and Lender, in consultation with the Borrowers otherwise agree to a substitute Company, may establish an alternative interest rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (for the Impacted Loans, in which case, such substitute alternative rate of interest shall be deemed apply with respect to be the “Eurocurrency Rate” Impacted Loans until (1) the Lender revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this section, (2) the Lender notifies the Company that such alternative interest rate does not adequately and fairly reflect the cost to 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 Borrowing)Lender’s Office to make, maintain or fund Loans whose interest is determined by reference to such Revolving Credit Loan shall be made in Dollars in 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 Dollar Equivalent amount authority of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end Lender to do any of the then current Interest Period)foregoing and provides the Company written notice thereof.

Inability to Determine Rates. If With respect to any SOFR Loan or Eurocurrency Rate Loan, subject to Section 2.24, if: (a) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that: (A) adequate and reasonable means do not exist for ascertaining the relevant Adjusted Term SOFR, the Term SOFR or the Eurocurrency Rate, as applicable, for such Interest Period; (B) (I) if Daily Simple SOFR 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 SOFR” cannot be determined pursuant to the definition thereof or (II) if Term SOFR, Adjusted Term SOFR, or any 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”, “Adjusted Term SOFR”, or such “Eurocurrency Rate”, as applicable, cannot be determined pursuant to the definition thereof on or prior to the first day of any Interest Period; (C) with respect to any such Loan denominated in an Alternate Currency, a fundamental change has occurred in the foreign exchange or interbank markets with respect to such Alternate Currency (including changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls); or (D) with respect to any Eurocurrency Rate Loan, or any request therefor or a conversion thereto or a continuation thereof, that deposits in the applicable currency are not being offered to banks in the applicable offshore interbank market for the applicable currency, amount or Interest Period of such Eurocurrency Rate Loan; or (b) the Required Lenders determine that for any reason adequate and reasonable means do not exist in connection with any request for determining the Eurocurrency Rate for such Loan or a conversion thereto or a continuation thereof that (i) if Daily Simple SOFR is utilized in any requested Interest Period calculations hereunder or under any other Loan Document with respect to a proposed Eurocurrency Rate Loan denominated in any currencyObligations, interest, fees, commissions or the Required Lenders (excluding for all purposes of this Section 3.02 onlyother amounts, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Rate for any currency requested Interest Period with respect to such proposed Eurocurrency Rate Loan Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of funding making or maintaining such LoanLoans or (ii) if Term SOFR, Adjusted Term SOFR, or that deposits any 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, Adjusted Term SOFR, or any such 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 currency case of (i) or (ii), the Required Lenders have provided notice of such Eurocurrency Rate Loan are not being offered determination to banks the Administrative Agent, then, in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loaneach case, the Administrative Agent will promptly so notify the Parent Borrower and each applicable Lender. ThereafterUpon notice thereof by the Administrative Agent to the Borrower, the any obligation of the Lenders to make SOFR Loans (or maintain Daily Simple SOFR Loans) or Eurocurrency Rate Loans, as applicable, in each such currency, and any right of the Borrower to convert any Loan in each such currency (if applicable) to or continue any Loan as a SOFR Loan (or Daily Simple SOFR Loan) or a Eurocurrency Rate Loan, as applicable, in each such currency, shall be suspended (to the extent of the affected SOFR Loans, Daily Simple SOFR Loans, or Eurocurrency Rate Loans or, in such currency shall be suspended the case of SOFR Loans or Eurocurrency Rate Loans, the affected Interest Periods) until the Administrative Agent (upon with respect to clause (b) or (c), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Parent Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, (i) the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period and (B) the Borrower 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 affected Interest Periods) or, failing that, such Eurocurrency Rate Loans in such Alternate Currency, at the Borrower’s election, shall be converted into (ix) subject to clause (A) above and Section 2.24, SOFR Loans or (y) ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternate Currency) immediately or, in the case of Loans denominated in Dollars, will be deemed to have converted such request into a request for a Borrowing of Base outstanding affected Eurocurrency Rate Loans in the amount specified therein and (ii) in the case of based on a Revolving Credit Loan to be denominated in a currency other than Dollarsterm rate, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current applicable Interest Period). Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 2.16. Subject to Section 2.24, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” or “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined by the Administrative Agent without reference to clause (b) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates. If the Administrative Agent in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, (a) the Required Lenders determine that (i) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for any reason the applicable amount and Interest Period of such Eurodollar Rate Loan (in each case with respect to clause (a)(i), “Impacted Loans”), (ii) adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated or in any currencyconnection with an existing or proposed LIBOR Daily Floating Rate Loan, or (iii) for any reason the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency shall be suspended until (to the Administrative Agent (upon the instruction extent of the Required Lenders) revokes such noticeaffected Eurodollar Rate Loans or Interest Periods). Upon receipt of such notice, the Parent Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, (i) in the case of Loans denominated in Dollars, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans at the rate so determined by the Administrative Agent in accordance with the terms hereof in the amount specified therein and therein. Notwithstanding the foregoing, if the Required Lenders have made the determination described in clause (iia) in the case (i) of a Revolving Credit Loan to be denominated in a currency other than Dollarsthis section, unless the Administrative Agent, in consultation with the relevant Revolving Credit Lenders Borrower and the Borrowers otherwise agree to a substitute affected Lenders, may establish an alternative interest rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (for the Impacted Loans, in which case, such substitute alternative rate of interest shall be deemed apply with respect to be the “Eurocurrency Rate” for Impacted Loans until (1) the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in Administrative Agent revokes the Dollar Equivalent amount notice delivered with respect to the Impacted Loans under clause (a) of the requested Borrowing first sentence of this section, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and all Revolving Credit 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 then outstanding that are denominated in whose interest is determined by reference to such currency shall be repaid at 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 end authority of such Lender to do any of the then current Interest Period)foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. (i) If the Administrative Agent or determines (which determination shall be conclusive absent manifest error) prior to the Required Lenders determine commencement of any Interest Period for a Benchmark Rate Loan that for any reason adequate and reasonable means do not exist for determining ascertaining the Eurocurrency Benchmark, as applicable (including because the applicable Screen Rate is not available or published on a current basis), for any requested such Interest Period with respect to a proposed Eurocurrency Rate Loan denominated in any currency, or Period; provided that no Benchmark Transition Event shall have occurred at such time; or (ii) The Administrative Agent is advised by the Required Lenders that (excluding A) prior to the commencement of any Interest Period for all purposes of this Section 3.02 onlya Benchmark Rate Loan, the portion of the Total Outstandings and unused Commitments that are not available Term SOFR for Loans in such currency) determine that the Eurocurrency Rate for any currency requested Interest Period with respect to such proposed Eurocurrency 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 Loan, or that deposits in the currency of Borrowing for such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period or (B) at any time, the Adjusted Daily Simple SOFR will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Eurocurrency Rate Loan, Borrowing; then the Administrative Agent will promptly so notify the Parent shall give notice thereof to Borrower and each Lender. Thereafterthe Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter, and the obligation of the Lenders to make or maintain Eurocurrency such Benchmark Rate Loans in such currency shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice, and any such outstanding Benchmark Rate Loans shall be converted to Base Rate Loans at the end of the then current Interest Period. Upon receipt of such notice, the Parent Borrower may revoke any pending request for a Borrowing of, Loan or for a conversion to or continuation of Eurocurrency Benchmark Rate Loans or, failing that, (i) in the case of Loans denominated in Dollars, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans or for a conversion of the applicable Loan to Base Rate Loans, without reference to the Benchmark, in the amount specified therein therein. The Administrative Agent will promptly upon becoming aware notify Borrower and (ii) the Lenders in the case of a Revolving Credit Loan event the circumstances giving rise to be denominated in a currency other than Dollarsany such suspension under this Section 2.08(b) no longer exist, unless whereupon the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree notice giving rise to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate suspension shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)automatically revoked.

Inability to Determine Rates. (a) If the Administrative Agent or the Required Lenders determine after the Closing Date that for any reason adequate and reasonable means do not exist for determining the applicable Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan denominated in any currencyLoan, or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that Dollar deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London interbank eurodollar, or other relevant interbank 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 Parent Lead Borrower and each LenderLender in writing. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in such currency shall be suspended and (y) in the event a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Parent Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of such Eurocurrency Rate Loans or, failing that, (i) in the case of Loans denominated in Dollars, 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 therein. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that either (i) the circumstances set forth in subparagraph (a) of this Section 3.03 have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in subparagraph (a) of this Section 3.03 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 (in the case of either such clause (i) or (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 Revolving Credit Loan rate of interest for leveraged 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 denominated 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 of interest is provided to the Lenders, a written notice from Required Lenders stating that they object to such amendment (which amendment shall not be effective prior to the end of such five (5) Business Day notice period). To the extent an alternate rate of interest is adopted as contemplated hereby, the approved rate shall be applied in a currency other than Dollarsmanner consistent with prevailing market convention; provided that, unless 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 relevant Revolving Credit Lenders Administrative Agent and the Borrowers otherwise agree to 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 substitute rate conversion or a continuation that is selected to reflect such Revolving Credit Lenders’ cost requests the conversion of funding such Revolving Credit any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Rate Loan shall be ineffective, and (in which casey) if any Committed Loan Notice requests a Eurocurrency Rate Loan, such substitute 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 the “Eurocurrency Rate” 1.00% for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount purposes of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)this Agreement.

Inability to Determine Rates. If on or prior to the Administrative Agent first day of any Interest Period for any Eurodollar Rate Loan, or in connection with a conversion relating thereto or continuation thereof, the Required Lenders determine that for any reason reason, other than in connection with Benchmark Transition Event, in connection with any request for a Loan or a conversion to or continuation thereof that: (a) deposits are not being offered to banks in the London interbank market in the applicable amount and Interest Period, if applicable, of such Loan; (b) adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate (or any Benchmark Replacement) for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated (or any Loan bearing interest at the Benchmark Replacement) or in connection with an existing or proposed Base Rate Loan; or (c) the Eurodollar Rate (or any currency, or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currencyBenchmark Replacement) determine that the Eurocurrency Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan (or any Loan bearing interest at the Benchmark Replacement) does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower Parties and each Lender. Thereafter, : (i) the obligation of the Lenders Lender, as applicable, to make or maintain Eurocurrency Eurodollar Rate Loans in such currency (or any Loan bearing interest at the Benchmark Replacement) shall be suspended suspended, and (ii) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Alternative Base Rate, the utilization of the Eurodollar Rate component in determining the Alternative Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such noticenotice (which it agrees to do promptly upon becoming aware that such conditions cease to exist). Upon receipt of such notice, the Parent any Borrower Party may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or, failing that, (i) in the case of Loans denominated in Dollars, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans Loans, without reference to the Eurodollar Rate, in the amount specified therein and (ii) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)therein.

Inability to Determine Rates. If the (a) Subject to clause (b) below, if (i) 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 (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 Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated or in any currencyconnection with an existing or proposed Base Rate Borrowing, or (C) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LoanEurodollar Rate Loans, or that deposits (ii) by reason of any Change in Law any Lender would become subject to restrictions on the currency amount of such Eurocurrency Rate Loan are not being offered to banks in the applicable London a category of liabilities or other relevant interbank market for the applicable amount assets which it may hold and the Interest Period notifies Administrative Agent of such Eurocurrency Rate Loansame, the Administrative Agent will promptly so notify the Parent Borrower Representative and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency 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 Required Lenders) revokes such notice. Upon receipt of such notice, the Parent Borrower Representative may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or, failing that, (i) in the case of Loans denominated in Dollars, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans Borrowing in the amount specified therein therein. (b) If at any time Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i)(A) or clause (a)(i)(B) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i)(A) or clause (a)(i)(B) have not arisen but the ICE Benchmark Administration or its successor or a Governmental Authority having jurisdiction over Administrative Agent has made a public statement identifying a specific date after which the Eurodollar Rate shall no longer be used for determining interest rates for loans, then Administrative Agent may, to the extent practicable (in consultation with Borrowers and as determined by Administrative Agent to be generally in accordance with similar situations in other transactions in which it is serving as administrative agent or otherwise consistent with market practice), establish a replacement interest rate, and Borrowers and Administrative Agent shall enter into an amendment to this Agreement to reflect such replacement interest rate or such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 11.10, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as Administrative Agent shall not have received, within five (5) Business Days after the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 3.3(b), only to the extent the Eurodollar Rate for such Interest Period is not available or published at such time on a current basis), (x) any Borrowing Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Rate Loan shall be ineffective and (y) if any Borrowing Request requests a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Borrowing comprised of Revolving Credit Lenders and the Borrowers otherwise agree to Loans bearing interest based on Adjusted Eurodollar Rate such Borrowing shall be made as a substitute rate that is selected to reflect such Borrowing of Revolving Credit Lenders’ cost Loans bearing interest based on the Base Rate; provided that, if such alternate rate of funding such Revolving Credit Loan (in which caseinterest shall be less than zero, such substitute rate shall be deemed to be the “Eurocurrency Rate” zero for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount purposes of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)this Agreement.

Inability to Determine Rates. If the Administrative Agent or the Required Lenders determine that for any reason in in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, (a) the Administrative Agent determines that (a) (i) 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 (b) (ii) adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Committed Loan denominated or in any currencyconnection with an existing or proposed Base Rate Loan, or (c) (b) the Required Lenders (excluding determine for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine any reason that the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Committed Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender, by telephone or facsimile as promptly as practicable thereafter and will promptly so notify each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency 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 Administrative Agent or the Required Lenders, depending on who made the determination) 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 Eurocurrency Eurodollar Rate Committed Loans suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, (i) in the case of Loans denominated in Dollars, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein and (ii) in the case of a Revolving Credit Loan therein. 4. Amendment to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable BorrowingSection 3.04(a)(ii), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period).

Inability to Determine Rates. If the 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 (in each case with respect to this clause (a), “Impacted Loans”), (b) adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated or in any currencyconnection with an existing or proposed Base Rate Loan, or (c) the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in Loan then the currency of such Eurocurrency Rate Loan are not being offered to banks in Required Lenders shall notify the applicable London or other relevant interbank market for the applicable amount Administrative Agent and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will thereafter promptly so notify the Parent Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency shall be suspended suspended, and (y) 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 Required Lenders) revokes such notice. Upon receipt of such notice, the Parent Borrower may revoke any pending request for a Borrowing Credit Extension of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or, failing that, (i) in the case of Loans denominated in Dollars, 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 therein. Notwithstanding the foregoing, if the Required Lenders have made the determination described in clause (a) of this Section 3.03, the Required Lenders, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans (ii) it being understood and agreed that in no event shall such alternative rate be any higher than the case of a Revolving Credit Loan to Base Rate at such time and any such rate must be denominated in a currency other than Dollars, unless administratively feasible for the Administrative Agent), the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute alternative rate of interest shall be deemed apply with respect to be the “Eurocurrency Rate” for Impacted Loans until (1) the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in Administrative Agent revokes the Dollar Equivalent amount notice delivered with respect to the Impacted Loans under clause (a) of the requested Borrowing first sentence of this Section or (2) the Required Lenders notify the Administrative Agent and all Revolving Credit Loans then outstanding the Borrower that are denominated in such currency shall be repaid at alternative interest rate does not adequately and fairly reflect the end cost to such Lenders of funding the then current Interest Period)Impacted Loans.

Inability to Determine Rates. (i) If in connection with any request for a Eurodollar Rate Advance or a Conversion to or continuation thereof, (A) the Administrative Agent determines that (x) 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 Advance, or the Required Lenders determine that for any reason (y) adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated Advance or in any currencyconnection with an existing or proposed Base Rate Advance (in each case with respect to clause (A), “Impacted Loans”), or (B) the Agent or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency for any reason Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan Advance does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate LoanAdvance, the Administrative Agent will promptly so notify the Parent Borrower Borrowers and each Lender. Thereafter, (I) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency Advances shall be suspended (to the extent of the affected Eurodollar Rate Advances or Interest Periods), and (II) 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 Required Lenders) revokes such notice. Upon receipt of such notice, the Parent Borrower Borrowers may revoke any pending request for a Borrowing of, conversion Conversion to or continuation of Eurocurrency Eurodollar Rate Loans Advances (to the extent of the affected Eurodollar Rate Advances or Interest Periods) or, failing that, (i) in the case of Loans denominated in Dollars, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans Advances in the amount specified therein and therein. (ii) Notwithstanding the foregoing, if the Agent has made the determination described in the case clause (c)(i)(A) of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agentthis Section, the relevant Revolving Credit Lenders Agent in consultation with the Borrowers and the Borrowers otherwise agree to a substitute Required Lenders may establish an alternative interest rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (for the Impacted Loans, in which case, such substitute alternative rate of interest shall be deemed apply with respect to be the “Eurocurrency Rate” Impacted Loans until (A) the Agent revokes the notice delivered with respect to the Impacted Loans under clause (c)(i) of this Section, (B) the Agent or the Required Lenders notify the Agent and the Borrowers that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (C) 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 Advances 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 applicable Borrowing), authority of such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount Lender to do any of the requested Borrowing (foregoing and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at provides the end of Agent and the then current Interest Period)Borrowers written notice thereof.

Inability to Determine Rates. If the Administrative Agent or the Required Lenders determine Banks shall have determined that for any reason adequate and reasonable means do not exist for determining ascertaining the Eurocurrency Adjusted LIBO Rate or the CD Rate for any requested Interest Period with respect to a proposed Eurocurrency Loan or CD Rate Loan denominated in any currency, or that the Offshore Rate or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currencyCD Rate applicable pursuant to subsection 2.09(a) determine that the Eurocurrency Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Loan or CD Rate Loan does not adequately and fairly reflect the cost to such Lenders Banks of funding such Loan, or that deposits in the currency Agent will forthwith give notice of such Eurocurrency Rate Loan are not being offered determination to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Borrowers' Agent will promptly so notify the Parent Borrower and each LenderBank. Thereafter, the obligation of the Lenders Banks to make or maintain Eurocurrency CD Rate Loans in such currency or Eurocurrency Loans, as the case may be, hereunder shall be suspended until the Administrative Agent (upon the instruction instructions of the Required Lenders) Banks revokes such noticenotice in writing. Upon receipt of such notice, the Parent Borrower Borrowers' Agent may revoke any pending request for a Notice of Borrowing ofor Notice of Conversion/Continuation then submitted by it. If the Borrowers' Agent does not revoke such notice, conversion to the Banks shall make, convert or continuation of Eurocurrency Rate Loans orcontinue the Loans, failing thatas proposed by the Borrowers' Agent, (i) in the case of Loans denominated 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 and (ii) in the applicable notice submitted by the Borrowers' Agent, but such Loans shall be made, converted or continued as ABR Loans instead of CD Rate Loans or Eurocurrency Loans, as the case may be. In the case of a Revolving Credit Loan any Offshore Currency Loans, the Borrowing shall be in an aggregate amount equal to be denominated the originally requested Borrowing amount in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate continuation shall be deemed in an aggregate amount equal to be the “Eurocurrency Rate” Equivalent Amount as of the continuation date for any such Offshore Currency Loans, and to that end any outstanding Offshore Currency Loans which are the applicable Borrowing), subject of any such Revolving Credit Loan continuation shall be made redenominated into ABR Loans in Dollars in with effect from the Dollar Equivalent amount last day of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in Interest Period with respect to any such currency shall be repaid at the end of the then current Interest Period)Offshore Currency Loans.

Inability to Determine Rates. (a) If in connection with any request for a 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 of any of such Loans, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate for the Relevant Rate for the applicable Agreed Currency has been determined in accordance with Section 2.29(b) and the circumstances under clause (i) of Section 2.29(b) or the Scheduled Unavailability Date has occurred with respect to such Relevant Rate (as applicable), or (B) adequate and reasonable means do not otherwise exist for determining the Relevant Rate for the applicable Agreed Currency for any determination date(s) or requested Interest Period, as applicable, with respect to a proposed Term SOFR Loan, BA Equivalent Loan or an Alternative Currency Loan or in connection with an existing or proposed Prime Rate Loan, or (ii) the Agent or the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining that the Eurocurrency Relevant Rate with respect to a proposed Loan denominated in an Agreed Currency for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan denominated in any currency, or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currencydetermination date(s) determine that the Eurocurrency Rate for any currency requested Interest Period with respect to such proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Lead Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Loans in the affected currencies, as applicable, or to convert Prime Rate Loans in such currency to Term SOFR Loans or Canadian Prime Rate Loans to BA Equivalent Loans, shall be suspended 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 Term SOFR component of the Base Rate or the BA Rate component of the Canadian Prime Rate, the utilization of the 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 Required Lenders) revokes such notice. DB1/ 126870242.8 Upon receipt of such notice, (i) the Parent 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 Eurocurrency 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, (i) in the case of Loans denominated in Dollars, will be deemed to have converted such request into a request for a Borrowing of Base 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 immediately, (B) any outstanding BA Equivalent Loans shall be deemed to have been converted to Canadian Prime Rate Loans immediately, and (C) any outstanding affected Alternative Currency Loans, at the Lead Borrower’s election, shall either (1) be converted into a Borrowing of Base Rate Loans denominated in Dollars of the amount of such outstanding Alternative Currency Loan immediately, in the case of a Revolving Credit an Alternative Currency Daily Rate Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid or at the end of the then applicable Interest Period, in the case of an Alternative Currency Term Rate Loan or (2) be prepaid in full immediately, in the case of an Alternative Currency Daily Rate Loan, or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan; provided that if no election is made by the 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 notice or (y) in the case of an Alternative Currency Term Rate Loan, by the last day of the current Interest Period)Period for the applicable Alternative Currency Term Rate Loan, the Lead Borrower shall be deemed to have elected clause (a) above.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, (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 or (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 (in each case with respect to clause (i), “Impacted Loans”), or (ii) the Administrative Agent or the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan denominated in any currency, or the Required Lenders (excluding for all purposes of this Section 3.02 only, the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Rate for any currency requested Interest Period with respect to such proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in such currency 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 Required Lenders) revokes such notice. Upon receipt of such notice, the Parent Borrower may revoke any pending request for a Borrowing Credit Extension of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, (i) in the case of Loans denominated in Dollars, 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 and (ii) in the case of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agent, the relevant Revolving Credit Lenders and the Borrowers otherwise agree to a substitute rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (in which case, such substitute rate shall be deemed to be the “Eurocurrency Rate” for the applicable Borrowing), such Revolving Credit Loan shall be made in Dollars in the Dollar Equivalent amount of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end of the then current Interest Period)therein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, (i) the Administrative Agent Lender determines that (A) Dollar deposits are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan, or the Required Lenders determine that for any reason (B) adequate and reasonable means do not exist for determining the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan denominated or in any currencyconnection with an existing or proposed Base Rate Loan (in each case with respect to clause (i) above, “Impacted Loans”), or (ii) the Required Lenders (excluding Lender determines that for all purposes of this Section 3.02 only, any reason the portion of the Total Outstandings and unused Commitments that are not available for Loans in such currency) determine that the Eurocurrency Eurodollar Rate for any currency requested Interest Period with respect to such a proposed Eurocurrency Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders the Lender of funding such Loan, or that deposits in the currency of such Eurocurrency Rate Loan are not being offered to banks in the applicable London or other relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Eurodollar Rate Loan, the Administrative Agent Lender will promptly so notify the Parent Borrower and each LenderCompany. Thereafter, (x) the obligation of the Lenders Lender to make or maintain Eurocurrency Eurodollar Rate Loans in such currency 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 Required Lenders) Lender revokes such notice. Upon receipt of such notice, the Parent Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, (i) in the case of Loans denominated 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 and therein. Notwithstanding the foregoing, if the Lender has made the determination described in clause (iii) in of the case first sentence of a Revolving Credit Loan to be denominated in a currency other than Dollars, unless the Administrative Agentthis clause (a), the relevant Revolving Credit Lenders and Lender, in consultation with the Borrowers otherwise agree to a substitute Company, may establish an alternative interest rate that is selected to reflect such Revolving Credit Lenders’ cost of funding such Revolving Credit Loan (for the Impacted Loans, in which case, such substitute alternative rate of interest shall be deemed apply with respect to be the “Eurocurrency Rate” Impacted Loans until (1) the Lender revokes the notice delivered with respect to the Impacted Loans under clause (i) of the first sentence of this section, (2) the Lender notifies the Company that such alternative interest rate does not adequately and fairly reflect the cost to 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 Borrowing)Lender’s Office to make, maintain or fund Loans whose interest is determined by reference to such Revolving Credit Loan shall be made in Dollars in 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 Dollar Equivalent amount authority of the requested Borrowing (and all Revolving Credit Loans then outstanding that are denominated in such currency shall be repaid at the end Lender to do any of the then current Interest Period)foregoing and provides the Company written notice thereof.