Common use of Inability to Determine Rates Clause in Contracts

Inability to Determine Rates. If Required Lenders notify the Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a LIBOR 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 LIBOR Loan, (b) adequate and reasonable means do not exist for determining LIBOR for the requested Interest Period, or (c) LIBOR for the requested Interest Period does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan or, failing that, will be deemed to have submitted a request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loan.

Inability to Determine Rates. If Required Lenders notify the Agent for any reason in connection with a any request for a Borrowing of, Loan or a conversion to or continuation of, a LIBOR Loan that thereof: (a) Dollar Administrative Agent determines that: (i) deposits (whether denominated in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank Eurodollar market for such currency for the applicable amount and Interest Period of such LIBOR Loan, ; or (bii) adequate and reasonable means do not exist for determining LIBOR (A) for the requested Interest Period, or (c) LIBOR for the any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or (B) in connection with an existing or proposed Base Rate Loan or Floating LIBOR Rate Loan (in each case, with respect to clause (a) above, the “Impacted Loans”); or (b) Administrative Agent or the Required Lenders determine that for any reason the (i) Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or (ii) the Floating LIBOR Rate with respect to a proposed Floating LIBOR Rate Loan, does not adequately and fairly reflect the cost to such Lenders Funding Parties of funding such LIBOR Loan, then the ; Administrative Agent will promptly so notify the Lead Borrower Parties and each LenderFunding Party. Thereafter, : (x) the obligation of the Lenders Funding Parties, as applicable, to make or maintain Eurocurrency Rate Loans or Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Floating LIBOR Rate Loans or Interest Periods); and (y) in the event of a determination described in the preceding sentence with respect to the Floating LIBOR Rate component of the Base Rate, the utilization of the Floating LIBOR Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction by of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian any Borrower or the German Lead Borrower Party may revoke any pending request for a Borrowing of, conversion to or continuation of a Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or of Floating LIBOR Loan Rate Loans (to the extent of the affected Floating LIBOR Rate Loan) in the affected currency or currencies or, failing that, will be deemed to have submitted a converted such request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with into a request for a Borrowing ofof Base Rate Loans, or conversion without reference to or continuation ofthe Floating LIBOR Rate, a B/A Equivalent Loan that in the amount specified therein. Notwithstanding the foregoing, if Administrative Agent has made the determination described in clause (a) bankers’ acceptances are not being offered of the first sentence of this Section, Administrative Agent, in consultation with Borrower and the Required Lenders, may establish an alternative rate to banks be used in the Canadian interbank bankers’ acceptances market substitution for the applicable amount and Contract Period LIBOR in calculating the interest rate for the Impacted Loans, in which case such alternative rate shall apply in calculating interest with respect to the Impacted Loans until (1) Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of such B/A Equivalent Loanthe first sentence of this Section, (b2) adequate Administrative Agent or the Required Lenders notify Administrative Agent and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period Borrower that such alternative rate does not adequately and fairly reflect the cost to such Lenders Funding Parties of funding the Impacted Loans, or (3) any Funding Party determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such B/A Equivalent LoanFunding Party or its applicable Lending Office to make, then maintain or fund Loans whose interest is determined by reference to such alternative rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Funding Party to do any of the foregoing and provides Administrative Agent will promptly so notify and Borrower written notice thereof, provided, however, that to the Lead Borrowerextent an alternative rate is approved by the Administrative Agent in connection herewith, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans approved rate shall be suspended until applied in a manner consistent with market practice; provided, further, that to the Agent (upon instruction extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime LoanAdministrative Agent.

Inability to Determine Rates. If the Required Lenders notify the Agent determine that for any reason in connection with a any request for a Borrowing of, Eurocurrency Rate Loan or a BBSY Loan or a conversion to or continuation of, a LIBOR Loan 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 LIBOR Loan, (b) adequate and reasonable means do not exist for determining LIBOR the Eurocurrency Rate for the any requested Interest PeriodPeriod with respect to a proposed Eurocurrency Rate Loan or the BBSY Rate for any requested Interest Period with respect to a proposed BBSY Loan (whether denominated in Dollars or an Alternative Currency), or (cb) LIBOR the Eurocurrency Rate for the any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or BBSY Rate for any requested Interest Period with respect to a proposed BBSY Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Eurocurrency Rate Loan or BBSY Loan, then as applicable, the Administrative Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, (i) the obligation of the Lenders to make or maintain LIBOR Eurocurrency Rate Loans or BBSY Loans in the affected currency or currencies shall be suspended and (ii) 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 by of the Required Lenders, who agree to so instruct the Administrative Agent once the circumstances giving rise to the inability ability to determine rates no longer exist) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Eurocurrency Rate Loans or BBSY Loans in the affected currency or currencies or, failing that, will be deemed to have submitted a converted such request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with into a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks of Base Rate Loans in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanspecified therein.

Inability to Determine Rates. If Required Lenders notify the Agent for any reason in connection with a any request for a Borrowing of, Eurocurrency Rate Loan or a conversion to or continuation ofthereof, a LIBOR Loan that (a) the Administrative Agent determines that (i) U.S. Dollar deposits deposits, as applicable, are not being offered to banks in the London interbank Eurodollar Eurocurrency market for the applicable amount and Interest Period of such LIBOR Eurocurrency Rate Loan, or (bii) adequate and reasonable means do not exist for determining LIBOR the Eurocurrency Rate for the any requested Interest PeriodPeriod with respect to a proposed Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to loans referred to in clause (a)(i) above and together with clause (c)(i) below, “Impacted Loans”), or (cb) LIBOR the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Eurocurrency Rate Loan, then the Administrative Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Eurocurrency Rate Loans shall be suspended and 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 Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (in the case of clause (b) of the preceding sentence upon the instruction by of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Eurocurrency Rate Loans or, failing that, will be deemed to have submitted a converted such request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with into a request for a Borrowing of, of Base Rate Loans (determined without reference to the Adjusted Eurocurrency Rate component thereof) in the amount specified therein. If in connection with any request for a CDOR Rate Loan or a conversion to or continuation ofthereof, a B/A Equivalent Loan (c) the Administrative Agent determines that (ai) Canadian bankers’ acceptances are not being offered to banks in the Canadian interbank market for bankers’ acceptances market for the applicable amount and Contract Interest Period of such B/A Equivalent CDOR Rate Loan, or (bii) adequate and reasonable means do not exist for determining the Canadian B/A CDOR Rate for the any requested Contract PeriodInterest Period with respect to a proposed CDOR Rate Loan, or (cd) the Canadian B/A Administrative Agent or the Required Lenders determine that for any reason the CDOR Rate for the any requested Contract Interest Period with respect to a proposed CDOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent CDOR Rate Loan, then the Administrative Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent CDOR Rate Loans shall be suspended until the Administrative Agent (in the case of clause (d) of the preceding sentence upon the instruction by of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan CDOR Rate Loans or, failing that, will be deemed to have submitted converted such request into a request for a Borrowing of Canadian Prime LoanRate Loans in the amount specified therein. Notwithstanding the foregoing, if the Administrative Agent has made any of the determinations described in clause (a)(i) or (c)(i) of this Section 3.03, the Administrative Agent, in consultation with 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) or clause (c) of this Section 3.03, (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) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If Required Lenders notify the Agent determines that for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a LIBOR Loan that (a) Dollar deposits are not being offered to banks in the London offshore interbank Eurodollar eurodollar market for the applicable amount and Interest Period of such LIBOR Loan, (b) adequate and reasonable means do not exist for determining LIBOR for the requested Interest Period, or (c) LIBOR for the requested Interest Period does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan or, failing that, will be deemed to have submitted a request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A LIBOR Rate for the any requested Contract PeriodInterest Period with respect to a proposed LIBOR Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Canadian B/A LIBOR Rate applicable pursuant to Section 2.11(a) for the any requested Contract Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to such the applicable Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each applicable Lender. Thereafter, (x) the obligation of the Applicable Lenders to make or maintain B/A Equivalent LIBOR Rate Loans hereunder shall be suspended suspended, 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 Agent (upon instruction by Required Lenders) revokes such noticenotice in writing, at which time neither the obligation referred to in clause (x) nor the utilization referred to in clause (y) shall be suspended. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke such Notice, then the applicable Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans, as the case may be, and such Loans shall be assumed by the Borrower. The Agent shall, promptly following its determination that the reason for any suspension under this Section no longer exists, deliver a Borrowing of, conversion notice of revocation of such suspension to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanthe Borrower and each applicable Lender.

Inability to Determine Rates. If the Required Lenders notify the Agent determine that for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a LIBOR 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 LIBOR Loan, (b) adequate and reasonable means do not exist for determining LIBOR the Eurodollar Rate for the requested Interest Period, or (c) LIBOR for the any requested Interest Period with respect to a proposed Eurodollar Rate Loan, or that the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Administrative Agent will promptly so notify the Lead Borrower Company and each Lender. If the Swing Line Lender determines that for any reason adequate and reasonable means do not exist for determining the IBOR Rate for any requested Interest Period with respect to a proposed IBOR Rate Loan, or that the IBOR Rate for any requested Interest Period with respect to a proposed IBOR Rate Loan does not adequately and fairly reflect the cost to the Swing Line Lender of funding such Loan, the Administrative Agent will promptly so notify the Company. Thereafter, the obligation of the Lenders to make or maintain LIBOR Eurodollar Rate Loans or the Swing Line Lender to make or maintain IBOR Rate Loans, as the case may be, shall be suspended until the Administrative Agent (upon the instruction by of the Required LendersLenders or the Swing Line Lender, as applicable) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Eurodollar Rate Loans or IBOR Rate Loans or, failing that, will be deemed to have submitted converted such request into a request for a U.S. Revolving Borrowing or a Swing Line Borrowing of Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks Loans in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanspecified therein.

Inability to Determine Rates. If Required Lenders notify the Agent for any reason (a) in connection with a any request for a Borrowing of, Eurocurrency Rate Loan or a conversion to or continuation ofthereof, a LIBOR Loan the Administrative Agent determines that (ai) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such LIBOR Eurocurrency Rate Loan, or (bii) adequate and reasonable means do not exist for determining LIBOR the Eurocurrency Rate for the any requested Interest PeriodPeriod with respect to a proposed Eurocurrency Rate Loan (any such Eurocurrency Rate Loans, “Impacted Loans”), (b) in connection with an existing or proposed Base Rate Loan, the Administrative Agent determines that adequate and reasonable means do not exist for determining the Eurocurrency Rate component of the Base Rate, if any, or (c) LIBOR the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Eurocurrency Rate Loan, then the Administrative Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Eurocurrency Rate Loans shall be suspended to the extent of the affected Eurocurrency Rate Loans or Interest Periods, and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate, if any, shall be suspended, in each case until the Administrative Agent (upon the instruction by of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have submitted converted such request into a request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loanin the amount specified therein. Notwithstanding the foregoing, as applicable. If if the Administrative Agent has made the determination described in clause (a) of this section, the Administrative Agent, in consultation with the Borrower 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) of this section, (2) the Required Lenders notify the Administrative Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan and the Borrower that (a) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loanthe Impacted Loans, then in which case the Agent will promptly so notify Administrative Agent, in consultation with the Lead Borrower, the Canadian Borrower and each Lender. Thereafterthe affected Lenders, may establish a different alternative interest rate for the obligation Impacted Loans, or (3) any affected 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 Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until foregoing and provides the Administrative Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, and the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanwritten notice thereof.

Inability to Determine Rates. If Required Lenders notify the Agent for any reason in connection with a any request for a Borrowing of, Eurocurrency Rate Loan or a conversion to or continuation ofthereof, a LIBOR Loan that (a) Dollar (i) the Administrative Agent reasonably determines that deposits (whether in Dollars or an Alternate Currency) are not being offered to banks in the London applicable offshore interbank Eurodollar market for such currency for the applicable amount and Interest Period of such LIBOR Eurocurrency Rate Loan, or (bii) adequate and reasonable means do not exist for determining LIBOR the Eurocurrency Rate for the any requested Interest PeriodPeriod with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternate Currency) or in connection with an existing or proposed Base Rate Loan, or (cb) LIBOR the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Eurocurrency Rate Loan, then the Administrative Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Eurocurrency Rate Loans in the affected currency or currencies 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 by of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have submitted a converted such request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with into a request for a Borrowing ofof Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination that either (i) the circumstances set forth above have arisen and such circumstances are unlikely to be temporary or conversion (ii) the circumstances set forth above have not arisen, but the supervisor for the administrator of the components of the Eurodollar Rate or a governmental authority having jurisdiction over the 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 (in the case of either such clause (i) or (ii), an “Alternative Interest Rate Election Event”), the Administrative Agent and the 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 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 applicable or continuation ofreasonably required in connection therewith as agreed between the Administrative Agent and the Borrower. Notwithstanding anything to the contrary in this Agreement (including without limitation Section 11.01), such amendment shall become effective without any further action or consent of any other party to this Agreement or any other Person (other than the Administrative Agent and the Borrower) so long as, with respect to the Lenders, the Administrative Agent shall not have received, within five (5) Business Days after the date that notice of such alternate rate of interest and related modifications is provided to the Lenders, a B/A Equivalent Loan written notice from the Required Lenders stating that they object to such amendment (awhich amendment shall not be effective prior to the end of such five (5) bankers’ acceptances are 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 manner consistent with prevailing market convention; provided, that, to the extent such prevailing market convention is not being offered to banks in the Canadian interbank bankers’ acceptances market administratively feasible for the applicable amount and Contract Period of Administrative Agent, such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans approved rate shall be suspended until applied in a manner as otherwise reasonably determined by the Administrative Agent (upon instruction by Required Lenders) revokes and the Borrower. Notwithstanding anything contained herein to the contrary, if such notice. Upon receipt alternate rate of interest as determined in this paragraph is determined to be less than zero, such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will rate shall be deemed to have submitted a request be zero for a Canadian Prime Loanthe purposes of this Agreement.

Inability to Determine Rates. If Required Lenders notify the Agent for any reason in connection with a any request for a Borrowing of, Eurocurrency Rate Loan or a conversion to or continuation of, a LIBOR Loan that thereof (a) Dollar the Administrative Agent determines that (i) deposits in the relevant currency are not being offered to banks in the London interbank Eurodollar eurocurrency market for the applicable amount and Interest Period of such LIBOR Loan, Eurocurrency Rate Loan or (bii) adequate and reasonable means do not exist for determining LIBOR the Eurocurrency Rate for the any requested Interest PeriodPeriod with respect to a proposed Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan, or (cb) LIBOR the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Administrative Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Eurocurrency Rate Loans (or, if applicable, Eurocurrency Rate Loans denominated in the affected currency) 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 (upon the instruction by of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have submitted converted such request into a request for a U.S. committed Borrowing of Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks Loans in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanspecified therein.

Inability to Determine Rates. If the Required Lenders notify the Agent determine in good faith that for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a LIBOR Loan that (a) Dollar deposits are not being offered to, as regards to LIBOR Rate, banks in the London interbank Eurodollar eurodollar market or, bankers’ acceptances are not being offered to, as regards to Canadian B/A Rate, banks in the Canadian interbank market, in each case, for the applicable amount and Interest Period of such LIBOR Loan, (b) adequate and reasonable means do not exist for determining LIBOR for the requested Interest Period, or (c) LIBOR for the requested Interest Period does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan or, failing that, will be deemed to have submitted a request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Revolving Loan, (b) adequate and reasonable means do not exist for determining the LIBOR Rate or the Canadian B/A Rate (as the case may be) for the any requested Interest Period or Contract Period, or (c) that the LIBOR Rate or the Canadian B/A Rate for the any requested Interest Period or Contract Period with respect to a proposed LIBOR Rate Loan or B/A Equivalent Loan (as the case may be) does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Administrative Agent will promptly so notify each Lender and (in respect of LIBOR Rate) the Lead Borrower, Borrower or (in respect of Canadian B/A Rate) the Canadian Borrower and each LenderBorrower. Thereafter, (x) the obligation of the Applicable Lenders to make or maintain LIBOR Rate Loans or B/A Equivalent Loans Loans, as applicable, in the affected currency or currencies shall be suspended suspended, (y) in the event of a determination described in the preceding sentence with respect to the LIBOR Rate component of the U.S. Base Rate or the Canadian Base Rate, the utilization of the LIBOR Rate component in determining the U.S. Base Rate and the Canadian Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction by of the Required Lenders) revokes such notice and (z) in the event of a determination described in the preceding sentence with respect to the Canadian B/A Rate component of the Canadian Prime Rate, the utilization of the Canadian B/A Rate component in determining the Canadian Prime 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 Lead Borrower or the Canadian Borrower (as the case may be) may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Rate Loans or B/A Equivalent Loan Loans, as applicable, in the affected currency or currencies or, failing that, will be deemed to have submitted converted such request into a request for a Canadian Prime LoanBorrowing of LIBOR Rate Loans or B/A Equivalent Loans, as applicable, in the amount specified therein.

Inability to Determine Rates. If the Administrative Agent or the Required Lenders notify the Agent determine that for any reason in connection with a any request for a Borrowing ofFixed Period Eurodollar Loan or a Daily Floating Eurodollar Loan, as applicable, or a conversion to or continuation of, a LIBOR Loan thereof that (a) Dollar deposits in the relevant Approved Currency are not being offered to banks in the London interbank Eurodollar eurodollar market for the applicable amount and Interest Period of such LIBOR Fixed Period Eurodollar Loan or Daily Floating Eurodollar Loan, (b) adequate and reasonable means do not exist for determining LIBOR the Fixed Period Eurodollar Rate or Daily Floating Eurodollar Rate, as applicable, for the any requested Interest PeriodPeriod with respect to a proposed Fixed Period Eurodollar Loan or Daily Floating Eurodollar Loan, as applicable, or (c) LIBOR the Fixed Period Eurodollar Rate or Daily Floating Eurodollar Rate for the any requested Interest Period with respect to a proposed Fixed Period Eurodollar Loan or Daily Floating Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Administrative Agent will promptly so notify the Lead Borrower Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Fixed Period Eurodollar Loans or Daily Floating Eurodollar Loans in the affected currency or currencies shall be suspended until the Administrative Agent (upon the instruction by of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower Borrowers may revoke any pending request Request for a Borrowing of, conversion to or continuation of a LIBOR Loan Fixed Period Eurodollar Loans or Daily Floating Eurodollar Loans, as applicable, or, failing that, will be deemed to have submitted converted such request into a request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanspecified therein.

Inability to Determine Rates. If Required Lenders notify the Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a LIBOR Loan that (a) Dollar deposits are not being offered to banks in If the London interbank Eurodollar market Required Lenders reasonably determine that for the applicable amount and Interest Period of such LIBOR Loanany reason, (b) adequate and reasonable means do not exist for determining LIBOR the Eurocurrency Rate for the requested Interest Period, or (c) LIBOR for the any requested Interest Period with respect to a proposed Eurocurrency Rate Loan, or that the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then or that deposits are not being offered to banks in the relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Lead Borrower Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Eurocurrency Rate Loans in the affected currency or currencies shall be suspended until the Agent (upon instruction by Required Lenders) revokes such noticesuspended. Upon receipt of such notice, the Lead Borrower, Borrower Representative (on behalf of the Canadian Borrower or the German Lead Borrower Borrowers) may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Eurocurrency Rate Loans or, failing that, will be deemed to have submitted the Borrowers and the Lenders may establish a request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, mutually acceptable alternative rate. (b) If the Required Revolving Lenders reasonably determine that for any reason, adequate and reasonable means do not exist for determining the Canadian B/A Rate XXXXX Xxxx for the any requested Contract PeriodXXXXX Interest Period with respect to a proposed XXXXX Xxxx Xxxx, or (c) that the Canadian B/A XXXXX Xxxx for any requested XXXXX Interest Period with respect to a proposed XXXXX Rate for the requested Contract Period Loan does not adequately and fairly reflect the cost to such Revolving Lenders of funding such B/A Equivalent Loan, then or that deposits are not being offered to banks in the relevant interbank market for the applicable amount and the Interest Period of such XXXXX Xxxx Xxxx, the Administrative Agent will promptly so notify the Lead Borrower, the Canadian Borrower Borrowers and each Revolving Lender. Thereafter, each XXXXX Rate Loan shall either be repaid or converted into a Term SOFR Loan with a one month Interest Period at the obligation earlier of the Applicable Lenders end of such XXXXX Interest Period and the date on which any determination or notice is made pursuant to make or maintain B/A Equivalent this Section 3.04(b) and no further Borrowings of Sterling Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke permitted and any pending request further requests for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will XXXXX Rate Loans shall be deemed to have submitted a request for a Canadian Prime Loanineffective.

Inability to Determine Rates. If the Required Lenders notify the Agent determine that for any reason in connection with a any request for a Borrowing of, LIBOR Rate Loan or a conversion to or continuation of, a LIBOR Loan thereof that (a) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank Eurodollar market for such currency for the applicable amount and Interest Period of such LIBOR Rate Loan, (b) adequate and reasonable means do not exist for determining the LIBOR Base Rate for the any requested Interest PeriodPeriod with respect to a proposed LIBOR Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan, or (c) that the LIBOR Base Rate for the any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to such the Lenders of funding such LIBOR Loan, then the Administrative Agent will promptly so notify the Lead Borrower and each Lenderall Lenders. Thereafter, (i) the obligation of the Lenders to make or maintain LIBOR Rate Loans in the affected currency or currencies shall be suspended and (ii) 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 by of the Required Lenders) revokes such noticenotice (which revocation the Administrative Agent agrees to give promptly upon receipt of such instruction). Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Rate Loans in the affected currency or currencies or, failing that, will be deemed to have submitted a converted such request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with into a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks of Base Rate Loans in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanspecified therein.

Inability to Determine Rates. If Required Lenders notify the Agent for any reason in connection with a any request for a Borrowing of, LIBOR Rate Loan or conversion a Conversion to or continuation of, a LIBOR Loan thereof: (a) the Agent determines that (ai) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such LIBOR Rate Loan, or (bii) adequate and reasonable means do not exist for determining the LIBOR Rate for the any requested Interest PeriodPeriod with respect to a proposed LIBOR Rate Loan or in connection with an existing or proposed Base Rate Loan, or (cb) the Agent or the Required Lenders determine that for any reason the LIBOR Rate for the any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Rate Loan, then the Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Rate Loans 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 Agent (upon the instruction by of the Required Lenders) Lenders revokes such noticenotice or the condition giving rise to such suspension has terminated. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion Conversion to or continuation of a LIBOR Loan Rate Loans (to the extent of the affected LIBOR Rate Loans or Interest Periods) or, failing that, will be deemed to have submitted a Converted such request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with into a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks of Base Rate Loans in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanspecified therein.

Inability to Determine Rates. If the Required Lenders notify or, in the Agent case of any UK Swing Line Loan or a continuation thereof the UK Swing Line Lender, determine that for any reason in connection with a any request for a Borrowing of, Eurocurrency Rate Loan or a conversion to or continuation of, a LIBOR Loan thereof that (a) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank Eurodollar market for such currency for the applicable amount and Interest Period of such LIBOR Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for determining LIBOR the Eurocurrency Rate for the any requested Interest PeriodPeriod with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency), or (c) LIBOR the Eurocurrency Rate for the any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Eurocurrency Rate Loan, then the Administrative Agent will promptly so notify the Lead Borrower Grant Prideco L.P. and each LenderLender or the UK Swing Line Lender will promptly notify the Designated UK Borrowers and the Administrative Agent, as applicable. Thereafter, the obligation of the Lenders or the UK Swing Line Lender, as applicable, to make or maintain LIBOR Eurocurrency Rate Loans in the affected currency or currencies shall be suspended until the Administrative Agent (upon the instruction by of the Required Lenders) or, in the case of UK Swing Line Loans, the UK Swing Line Lender, revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower Grant Prideco L.P. or the German Lead applicable Designated UK Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Eurocurrency Rate Loans in the affected currency or currencies or, failing that, will be deemed to have submitted converted such request into a request for a U.S. Base Rate Loan, a Canadian Base Rate Loan Committed Borrowing or a German Base Rate LoanUK Swing Line Borrowing, as applicable. If Required Lenders notify the Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks of Base Rate Loans in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanspecified therein.

Inability to Determine Rates. If the Required Lenders notify the Agent determine that for any reason in connection with a any request for a Borrowing ofLIBOR Rate Loan, Euribor Rate Loan or a BA Equivalent Loan, or a conversion to or continuation of, a LIBOR Loan thereof that (a) with respect to LIBOR Rate Loans or Euribor Rate Loans only, 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 Euribor 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 LIBOR Rate, Euribor Rate Loan or the BA Rate for the any requested Interest PeriodPeriod with respect to a proposed LIBOR Rate Loan, Euribor Rate Loan or BA Equivalent Loan, or (cd) the LIBOR Rate, Euribor Rate or the BA Rate for the any requested Interest Period with respect to a proposed LIBOR Rate Loan, Euribor Rate Loan or BA Equivalent Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Agent Agents will promptly so notify the Lead Borrower Borrowers and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Rate Loans or of the Canadian Lenders to make or maintain BA Equivalent Loans or Euribor Rate Loans, as applicable, shall be suspended and (y) in respect of a determination with respect to the LIBOR Rate component of the U.S. Prime Rate or the US Index Rate, the utilization of the LIBOR Rate component in determining the U.S. Prime Rate or the US Index Rate shall be suspended, in each case until the Administrative Agent or the Canadian Agent, as applicable (but in either case upon the instruction by of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower Parent or the German Lead Foreign Borrower may revoke any pending request for a Committed Borrowing of, conversion to or continuation of LIBOR Rate Loans made to a Domestic Borrower or the Foreign Borrower (if based on Domestic Availability) or the Canadian Borrower or the Foreign Borrower may revoke any pending request for a Committed Borrowing of, conversion to or continuation of LIBOR Loan Rate Loans, Euribor Rate Loans or BA Equivalent Loans, as applicable, made to the Canadian Borrower or the Foreign Borrower (based on Canadian Availability), as applicable, or, failing that, will be deemed to have submitted converted such request into either a request for a U.S. Base Domestic Committed Borrowing of Domestic Prime Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify Loans in the Agent for any reason in connection with a request for a Borrowing ofamount specified therein, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Committed Borrowing of Canadian Prime LoanRate Loans in the amount specified therein, as applicable.

Inability to Determine Rates. If the Required Lenders notify the Agent determine that for any reason in connection with a any request for a Borrowing of, Eurodollar Rate Loan or a conversion to or continuation of, a LIBOR Loan thereto that (a) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such LIBOR Loan, (b) adequate and reasonable means do not exist for determining LIBOR the Eurodollar Rate for the any requested Interest PeriodPeriod with respect to a proposed Eurodollar Rate Loan, or (cb) LIBOR for the requested Interest Period Eurodollar Rate with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Administrative Agent will promptly so notify the Lead Borrower Company and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Eurodollar Rate Loans shall be suspended until the Administrative Agent (upon the instruction by of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower Company may revoke any pending request for a Borrowing of, of or conversion to or continuation of a LIBOR Loan Eurodollar Rate Loans or, failing that, will be deemed to have submitted converted such request into (i) in the case of a Revolving Committed Loan, a request for a U.S. Revolving Committed Borrowing of Base Rate Loans, (ii) in the case of a Revolving Swing Line Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with a request for a Revolving Swing Line Borrowing ofof Base Rate Loans, or conversion to or continuation of, a B/A Equivalent Loan that (aiii) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period case of such B/A Equivalent a New Vehicle Floorplan Committed Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime New Vehicle Floorplan Committed Borrowing of Base Rate Loans, (iv) in the case of a New Vehicle Floorplan Swing Line Loan, a request for a New Vehicle Floorplan Swing Line Borrowing of Base Rate Loans, (v) in the case of Used Vehicle Floorplan Committed Loan, a request for a Used Vehicle Floorplan Committed Borrowing of Base Rate Loans, and (vi) in the case of a Used Vehicle Floorplan Swing Line Loan, a request for a Used Vehicle Floorplan Swing Line Borrowing of Base Rate Loans, in each case in the amount specified therein.

Inability to Determine Rates. If Required Lenders notify the Agent for any reason in connection with a any request for a Borrowing ofLIBOR Rate Loan or a continuation thereof, or conversion to or continuation of, a LIBOR Loan (a) the Administrative Agent determines that (ai) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such LIBOR Loan, or (bii) adequate and reasonable means do not exist for determining the LIBOR Rate for the any requested Interest PeriodPeriod with respect to a proposed Loan (with respect to clause ‎(a)‎(i) above, “Impacted Loans”), or (cb) the Administrative Agent or the affected Lenders determine that for any reason the LIBOR Rate for the any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Rate Loan, then the Administrative Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans shall be suspended (to the extent of the affected LIBOR Rate Loans or Interest Periods) until the Administrative Agent (upon the instruction by Required Lenders) of the affected Lenders revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan orRate Loans (to the extent of the affected LIBOR Rate Loans or Interest Periods). Notwithstanding the foregoing, failing thatif the Administrative Agent has made the determination described in clause ‎(a)‎(i) of this section, will be deemed the rate of interest described in clause (b) of the definition of “Base Rate” shall apply with respect to have submitted a request for a U.S. Base Rate Loanthe 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, a Canadian Base Rate Loan (2) the Administrative Agent or a German Base Rate Loan, as applicable. If Required the affected Lenders notify the Administrative Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan and the Borrower that (a) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period 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 B/A Equivalent LoanLender or its applicable Lending Office to make, then 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 Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation authority of such Lender to do any of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until foregoing and provides the Administrative Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, and the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanwritten notice thereof.

Inability to Determine Rates. If Required Lenders notify the Agent for any reason in connection with a any request for a Borrowing of, Eurocurrency Rate Loan or a conversion to or continuation ofthereof, a LIBOR Loan that (a) Dollar (i) the Administrative Agent determines that deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank Eurodollar market for such currency for the applicable amount and Interest Period of such LIBOR Eurocurrency Rate Loan, or (bii) adequate and reasonable means do not exist for determining LIBOR the Eurocurrency Rate for the any requested Interest PeriodPeriod with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a) above, “Impacted Loans”), or (cb) LIBOR the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Eurocurrency Rate Loan, then the Administrative Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Eurocurrency Rate Loans in the affected currency or currencies 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 by of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have submitted (x) converted such request into a request for a U.S. Committed Borrowing of Base Rate LoanLoans in the amount specified therein in the case of a Committed Borrowing in Dollars or (y) revoked such request in the case of a Committed Borrowing in an affected Alternative Currency unless an alternative rate has been agreed upon pursuant to the next succeeding paragraph. Notwithstanding the foregoing, a Canadian Base Rate Loan if the Administrative Agent has made the determination described in this section, the Administrative Agent, the Borrower and the Required Lenders may agree upon an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this section, (2) the Administrative Agent or a German Base Rate Loan, as applicable. If the Required Lenders notify the Administrative Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan and the Borrower that (a) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period 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 B/A Equivalent LoanLender or its applicable Lending Office to make, then 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 Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation authority of such Lender to do any of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until foregoing and provides the Administrative Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, and the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanwritten notice thereof.

Inability to Determine Rates. If Required Lenders notify the Agent for any reason If (a) in connection with a any request for a Borrowing of, Eurocurrency Rate Loan or a conversion to or continuation ofthereof, a LIBOR Loan the Administrative Agent determines that (ai) Dollar deposits (whether denominated in Dollars or an Alternative Currency) are not being offered to banks in the London applicable interbank Eurodollar market for such currency for the applicable amount and Interest Period of such LIBOR Eurocurrency Rate Loan, or (bii) adequate and reasonable means do not exist for determining LIBOR the Eurocurrency Rate for the any requested Interest PeriodPeriod with respect to a proposed Eurocurrency Rate Loan (whether in Dollars or an Alternative Currency) (any such Eurocurrency Rate Loans, “Impacted Loans”), (b) in connection with an existing or proposed Base Rate Loan, the Administrative Agent determines that adequate and reasonable means do not exist for determining the Eurocurrency Rate component of the Base Rate, or (c) LIBOR the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Eurocurrency Rate Loan, then the Administrative Agent will promptly so notify the Lead Parent Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Eurocurrency Rate Loans shall be suspended to the extent of the affected Eurocurrency Rate Loans or Interest Periods, and (y) in the event of a determination described in the preceding sentence with respect to the 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 by of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Parent Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have submitted converted such request into a request for a U.S. Committed Borrowing of Base Rate LoanLoans in the amount specified therein. Notwithstanding the foregoing, a Canadian Base Rate Loan or a German Base Rate Loanif the Administrative Agent has made the determination described in clause (a) of this section, as applicable. If the Administrative Agent, in consultation with the Parent Borrower 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) of this section, (2) the Required Lenders notify the Administrative Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan and the Parent Borrower that (a) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loanthe Impacted Loans, then in which case the Agent will promptly so notify Administrative Agent, in consultation with the Lead Borrower, the Canadian Parent Borrower and each Lender. Thereafterthe affected Lenders, may establish a different alternative interest rate for the obligation Impacted Loans, or (3) any affected 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 Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until foregoing and provides the Administrative Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, and the Lead Parent Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanwritten notice thereof.

Inability to Determine Rates. (a) If the Required Lenders notify the Agent determine that for any reason in connection with a any request for a Borrowing of, Eurodollar Rate Loan or a conversion to or continuation of, thereof or any request for a Base Rate Loan or a LIBOR Floating Rate Loan that (ai) Dollar deposits are not being offered to banks in the London interbank Eurodollar eurodollar market for the applicable amount and Interest Period of such LIBOR Eurodollar Rate Loan, (bii) adequate and reasonable means do not exist for determining LIBOR the Eurodollar Base Rate for the any requested Interest PeriodPeriod with respect to a proposed Eurodollar Rate Loan or in connection with a LIBOR Floating Rate Loan or a Base Rate Loan as to which the interest rate is determined with reference to the Alternative Base Rate, or (ciii) LIBOR the Eurodollar Base Rate for the any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with a Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Administrative Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans, LIBOR Floating Rate Loans and Base Rate Loans as to which the interest rate is determined with reference to the Alternative Base Rate shall be suspended until the Administrative Agent (upon the instruction by of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a Eurodollar Rate Loans or LIBOR Loan Floating Rate Loans or, failing that, will be deemed to have submitted converted such request into a request for a U.S. Committed Borrowing of Base Rate Loan, a Canadian Loans (as to which the rate of interest is not determined with reference to the Alternative Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (aRate) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, specified therein. (b) adequate and reasonable means do not exist for determining If the Canadian B/A Required Lenders determine that the Eurodollar Rate, the Alternative Base Rate for or the requested Contract PeriodLIBOR Daily Floating Rate, or (c) as the Canadian B/A Rate for the requested Contract Period does case may be, will not adequately and fairly reflect the cost to such Lenders (as conclusively certified in a certificate by each such Lender, which certificate shall be conclusive absent manifest error; provided that such determinations are made on a reasonable basis) of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrowermaking or maintaining their affected Loans, the Canadian Administrative Agent shall give notice thereof to the Borrower and each Lender. Thereafterthe Lenders as soon as practicable thereafter and, upon delivery of such notice and all such certificates and for a period of 30 days thereafter, the obligation Market Disruption Spread, without duplication of any other costs or compensation under this Article III, shall be included in the calculation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such noticeEurodollar Rate, the Lead Borrower or Alternative Base Rate and the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime LoanLIBOR Daily Floating Rate.

Inability to Determine Rates. If the Required Lenders notify the Agent determine that for any reason in connection with a any request for a Borrowing of, Eurodollar Rate Loan or a conversion to or continuation of, a LIBOR Loan thereof that (a) Dollar deposits (whether in Dollars or Canadian Dollars) are not being offered to banks in the London applicable interbank Eurodollar market for such currency for the applicable amount and Interest Period of such LIBOR Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining LIBOR (x) the Eurodollar Base Rate for the any requested Interest PeriodPeriod with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case, whether denominated in Dollars or Canadian Dollars) or (y) the CDOR Rate in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a) and (b) above, “Impacted Loans”), or (c) LIBOR the Eurodollar Base Rate for the any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the applicable Administrative Agent will promptly notify the Borrowers and all Lenders. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans in the affected currency or currencies shall be suspended until the applicable Administrative Agent revokes such notice and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate or the CDOR Rate component of the Base Rate, the utilization of the Eurodollar Rate component or the CDOR Rate component, as applicable, in determining the Base Rate shall be suspended, in each case until the applicable Administrative Agent revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for a Revolving Borrowing, conversion or continuation of Eurodollar Rate Loans in the affected currency or currencies or, failing that, will be deemed to have converted such request into a request for a Revolving Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the applicable Administrative Agent has made the determination described in this section, such Administrative Agent, in consultation with the Parent Borrower and the Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the applicable Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this section, (2) the applicable Administrative Agent or the Required Lenders notify such Administrative Agent and the Parent Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan or, failing that, will be deemed to have submitted a request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract PeriodImpacted Loans, or (c3) the Canadian B/A Rate any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the requested Contract Period does not adequately and fairly reflect the cost such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such Lenders alternative rate of funding interest or to determine or charge interest rates based upon such B/A Equivalent Loan, then rate or any Governmental Authority has imposed material restrictions on the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation authority of such Lender to do any of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until foregoing and provides the applicable Administrative Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, and the Lead Parent Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanwritten notice thereof.

Inability to Determine Rates. If the Required Lenders notify the Agent under any Revolving Tranche determine that for any reason in connection with a any request for a Borrowing of, Eurocurrency Rate Loan or a Base Rate Loan under such Revolving Tranche as to which the interest rate is determined with reference to the Eurocurrency Base Rate or a conversion to or continuation of, a LIBOR Loan thereof that (a) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank Eurodollar market for such currency for the applicable amount and Interest Period of such LIBOR Loan, (b) adequate and reasonable means do not exist for determining LIBOR the Eurocurrency Base Rate for the any requested Interest PeriodPeriod with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) under such Revolving Tranche or in connection with a Base Rate Loan under such Revolving Tranche, or (c) LIBOR the Eurocurrency Base Rate for the any requested Interest Period with respect to a proposed Eurocurrency Rate Loan under such Revolving Tranche or in connection with a Base Rate Loan under such Revolving Tranche does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Administrative Agent will promptly so notify the Lead Borrower Company and each Lender. Thereafter, the obligation of the Lenders under such Revolving Tranche to make or maintain LIBOR Eurocurrency Rate Loans under such Revolving Tranche in the affected currency or currencies, and Base Rate Loans under such Revolving Tranche as to which the interest rate is determined with reference to the Eurocurrency Base Rate, shall be suspended until the Administrative Agent (upon the instruction by of the Required LendersLenders under such Revolving Tranche) revokes such noticenotice and during such period Base Rate Loans under such Revolving Tranche shall be made and continued based on the interest rate determined by the greater of clauses (a) and (b) in the definition of Base Rate. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Eurocurrency Rate Loans under such Revolving Tranche in the affected currency or currencies or, failing that, will be deemed to have submitted converted such request into a request for (x) a U.S. Borrowing of (or conversion to) Base Rate LoanLoans in the amount specified therein, in the case of Loans denominated in Dollars, or (y) a Canadian Base Borrowing of (or conversion to) a Loan bearing interest at the Cost of Funds Rate Loan or a German Base Rate Loan, as applicablein the case of Loans denominated in an Alternative Currency. If Required Lenders notify any event described in the first sentence of this Section 3.03 occurs and results in the application of the Cost of Funds Rate, then at the request of the Administrative Agent for any reason in connection with a request or the Company, the Administrative Agent and the Company shall enter into negotiations for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market period of no more than 30 days for the applicable amount and Contract Period purpose of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist agreeing to a substitute basis for determining the Canadian B/A Rate for rate of interest to be applied to the requested Contract Periodapplicable Loans, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation any substitute basis agreed upon shall be binding on all of the Applicable Lenders parties to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanthis Agreement.

Inability to Determine Rates. If Required Lenders notify the Administrative Agent determines that for any reason in connection with a any request for a Borrowing of, Floating LIBOR Rate Loan or a conversion to or continuation of, a LIBOR Loan thereof that (a) Dollar deposits are not being offered to banks in the London interbank Eurodollar eurodollar market for the applicable amount and Interest Period of such Floating LIBOR Loan, (b) adequate and reasonable means do not exist for determining LIBOR for the requested Interest Period, or (c) LIBOR for the requested Interest Period does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan or, failing that, will be deemed to have submitted a request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Floating LIBOR Base Rate for the requested Contract Periodwith respect to a proposed Floating LIBOR 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 (c) the Canadian B/A Floating LIBOR Base Rate for the requested Contract Period with respect to a proposed Floating LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Administrative Agent will promptly so notify the Lead Borrower, the Canadian Borrower Company and each Lender. Thereafter, (x) the obligation of the Applicable Lenders to make or maintain B/A Equivalent Floating LIBOR Rate Loans shall be suspended (to the extent of the affected Floating LIBOR Rate Loans) and (y) in the event of a determination described in the preceding sentence with respect to the Floating LIBOR Rate component of the Base Rate, the utilization of the Floating LIBOR Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction by of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower Company may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of a B/A Equivalent Loan Floating LIBOR Rate Loans (to the extent of the affected Floating LIBOR Rate Loans) or, failing that, will be deemed to have submitted converted such request into a request for a Canadian Prime Loanborrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) 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) 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.

Inability to Determine Rates. (a) If the Administrative Agent or the Required Lenders notify the Agent for any reason determine in connection with a any request for a Borrowing of, Eurodollar Rate Loan or conversion a Conversion to or continuation of, Continuation of a LIBOR Eurodollar Rate Loan that (a) Dollar deposits in Dollars are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such LIBOR Loan, (b) adequate and reasonable means do not exist for determining LIBOR for the requested Interest Period, or (c) LIBOR for the requested Interest Period does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan or, failing that, will be deemed to have submitted a request for a U.S. Base Eurodollar Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Eurodollar Base Rate for the requested Contract Periodsuch Eurodollar Rate Loan, or (c) the Canadian B/A Eurodollar Base Rate for the requested Contract Period such Eurodollar Rate Loan does not adequately and fairly reflect the cost to such the Lenders of funding such B/A Equivalent Eurodollar Rate Loan, then the Administrative Agent (following notice from the Required Lenders if they make such determination) will promptly so notify the Lead Borrower, the Canadian Borrower Representative and each Lenderall Lenders thereof. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Eurodollar Rate Loans shall be suspended until the Administrative Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead US Borrower or the Canadian Borrower Representative, as applicable, may revoke any pending request for a Borrowing of, conversion Conversion to or continuation Continuation of a B/A Equivalent Loan Eurodollar Rate Loans or, failing that, will be deemed to have submitted converted such request into a request for a Canadian Prime Borrowing of Base Rate Loans in the amount specified therein. (b) If the Administrative Agent or the Required Lenders determine in connection with any request for a Eurocurrency Rate Loan, or a Continuation of a Eurocurrency Rate Loan, that (a) deposits in Euros are not being offered to banks in the London interbank market 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 such Eurocurrency Rate Loan, or (c) the Eurocurrency Base Rate for such Eurocurrency Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent (following notice from the Required Lenders if they make such determination) will promptly notify the Borrower Representative and all Revolving Lenders thereof. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended until the Administrative Agent revokes such notice. Upon receipt of such notice, the Borrower Representative may revoke any pending request for a Borrowing or Continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Revolving Loans denominated in Dollars in an amount equal to the Dollar Equivalent of the amount specified therein.

Inability to Determine Rates. If the Required Lenders notify the Agent determine that for any reason in connection with a any request for a Borrowing of, Eurocurrency Rate Loan or BBSY Loan or a conversion to or continuation of, a LIBOR Loan thereof that (a) Dollar deposits (whether in Dollars or Australian Dollars) are not being offered to banks in the London applicable offshore interbank Eurodollar market for such currency for the applicable amount and Interest Period of such LIBOR Eurocurrency Rate Loan or BBSY Loan, (b) adequate and reasonable means do not exist for determining LIBOR the Eurocurrency Rate for the any requested Interest PeriodPeriod with respect to a proposed Eurocurrency Rate Loan, or (c) LIBOR adequate and reasonable means do not exist for determining the BBSY Rate for any requested Interest Period with respect to a proposed BBSY Loan, (d) the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Eurocurrency Rate Loan, then or (e) the BBSY Rate for any requested Interest Period with respect to a proposed BBSY Loan does not adequately and fairly reflect the cost to such Lenders of funding such BBSY Loan, the applicable Agent will promptly so notify the Lead Borrower Company and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Eurocurrency Rate Loans or BBSY Loans, as the case may be, in the affected currency or currencies shall be suspended until the applicable Agent (upon the instruction by of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Eurocurrency Rate Loans or BBSY Loans in the affected currency or currencies or, failing that, will be deemed to have submitted converted such request into a request for a U.S. Committed Borrowing of Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks Loans in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanspecified therein.

Inability to Determine Rates. (a) If the Required Lenders notify the Agent determine in good faith that for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a LIBOR 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 LIBOR Loan, (b) adequate and reasonable means do not exist for determining LIBOR the applicable Eurocurrency Rate for the requested Interest Period, or (c) LIBOR for the any requested Interest Period with respect to a proposed Eurocurrency Rate Loan in a given Approved Currency, or that the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan in such Approved Currency does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then or that deposits in the applicable Approved Currency in which such proposed Eurocurrency Rate Loan is to be denominated are not being offered to banks in the applicable offshore interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan in the applicable Approved Currency, the Administrative Agent will promptly so notify the Lead applicable Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Eurocurrency Rate Loans in the affected Approved Currency shall be suspended until the Administrative Agent (upon the instruction by of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Eurocurrency Rate Loans denominated in the affected Approved Currency or, failing that, will be deemed to have submitted a request for a U.S. Base Rate Loanconverted such request, a Canadian Base Rate Loan or a German Base Rate Loanif applicable, as applicable. If Required Lenders notify the Agent for any reason in connection with into a request for a Borrowing ofof Base Rate Loan in the amount specified therein. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if (x) the Administrative Agent determines (which determination shall be conclusive absent manifest error), or conversion to (y) the Company or continuation ofRequired Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a B/A Equivalent Loan copy to the Company) that the Company or Required Lenders (aas applicable) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loanhave determined, that: (bi) 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 Canadian B/A Rate for interest rate of loans (such specific date, the requested Contract Period“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 (cas applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Canadian B/A 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 as mutually agreed by the Administrative Agent and the Company (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate for Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. New York City time on the requested Contract Period does not adequately fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and fairly reflect the cost Company unless, prior to such time, Lenders of funding comprising the Required Lenders have delivered to the Administrative Agent written notice that such B/A Equivalent LoanRequired Lenders do not accept such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with prevailing market practice; provided that to the extent the Administrative Agent is unable to reasonably administer such rate, then such LIBOR Successor Rate shall be applied in a manner consistent with alternative practices as reasonably determined by the Administrative Agent acting in good faith. 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 Lead Borrower, the Canadian Borrower Company and each Lender. Thereafter, (x) the obligation of the Applicable Lenders to make or maintain B/A Equivalent Eurocurrency Rate Loans shall be suspended until suspended, (to the Agent extent of the affected Eurodollar Rate Loans or Interest Periods), and (upon instruction by Required Lendersy) revokes such noticethe Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Lead Borrower or the Canadian applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have submitted converted such request into a request for a Canadian Prime LoanBorrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than 0.25% for purposes of this Agreement.

Inability to Determine Rates. If the Required Revolving Lenders notify the Agent reasonably determine for any reason in connection with a any request for a Borrowing of, Eurodollar Rate Loan or BA Rate Loan or a conversion to or continuation of, a LIBOR Loan thereof that (ai) Dollar deposits are not being offered to banks in the London interbank Eurodollar eurodollar market for the applicable amount and Interest Period of such LIBOR Eurodollar Rate Loan, (bii) adequate and reasonable means do not exist for determining LIBOR the Eurodollar Base Rate or BA Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or BA Rate Loan or in connection with a Base Rate Loan, (iii) the Reuters Screen CDOR Page is not available for the requested Interest Periodtimely determination of the BA Rate, and the BA Rate cannot otherwise be determined in a timely manner in accordance with the definition of “BA Rate”, or (civ) LIBOR the Eurodollar Base Rate or BA Rate for the any requested Interest Period with respect to a proposed 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 LIBOR Loan, then the Administrative Agent will promptly so notify the Lead Borrower Representative and each Revolving Credit Lender. Thereafter, the obligation of the Revolving Credit Lenders to make or maintain LIBOR Eurodollar Rate Loans, BA Rate Loans 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 by of the Required Revolving Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Eurodollar Rate Loans or BA Rate Loans or, failing that, will be deemed to have submitted converted such request into a request for a U.S. Committed Borrowing of Base Rate LoanLoans, a Canadian Base Rate Loan Loans or a German Base Canadian Prime Rate LoanLoans, as applicable. If Required Lenders notify the Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanspecified therein.

Inability to Determine Rates. If the Required Lenders notify the Agent determine that for any reason in connection with a any request for a Borrowing of, Eurodollar Rate Loan or a conversion to or continuation of, a LIBOR Loan thereof that (a) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank Eurodollar market for such currency for the applicable amount and Interest Period of such LIBOR Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining LIBOR the Eurodollar Rate for the any requested Interest PeriodPeriod with respect to a proposed Eurodollar Rate Loan (whether denominated in Dollars or an Alternative Currency), or (c) LIBOR the Eurodollar Rate for the any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Eurodollar Rate Loan, then the Administrative Agent will promptly so notify the Lead Borrower Company and each Lender. If the Swing Line Lender determines that for any reason adequate and reasonable means do not exist for determining the IBOR Rate for any requested Interest Period with respect to a proposed IBOR Rate Loan, or that the IBOR Rate for any requested Interest Period with respect to a proposed IBOR Rate Loan does not adequately and fairly reflect the cost to the Swing Line Lender of funding such Loan, the Administrative Agent will promptly so notify the Company. Thereafter, the obligation of the Lenders to make or maintain LIBOR Eurodollar Rate Loans in the affected currency or currencies or the Swing Line Lender to make or maintain IBOR Rate Loans, as the case may be, shall be suspended until the Administrative Agent (upon the instruction by of the Required LendersLenders or the Swing Line Lender, as applicable) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Eurodollar Rate Loans in the affected currency or currencies or IBOR Rate Loans or, failing that, will be deemed to have submitted converted such request into a request for a U.S. Revolving Borrowing or a Swing Line Borrowing of Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks Loans in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanspecified therein.

Inability to Determine Rates. (a) If the Administrative Agent or the Required Lenders notify the Agent for any reason determine in connection with a any request for a Borrowing of, Eurodollar Rate Loan or conversion a Conversion to or continuation of, Continuation of a LIBOR Eurodollar Rate Loan that (a) Dollar deposits in Dollars are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such LIBOR Loan, (b) adequate and reasonable means do not exist for determining LIBOR for the requested Interest Period, or (c) LIBOR for the requested Interest Period does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan or, failing that, will be deemed to have submitted a request for a U.S. Base Eurodollar Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Eurodollar Base Rate for the requested Contract Periodsuch Eurodollar Rate Loan, or (c) the Canadian B/A Eurodollar Base Rate for the requested Contract Period such Eurodollar Rate Loan does not adequately and fairly reflect the cost to such the Lenders of funding such B/A Equivalent Eurodollar Rate Loan, then the Administrative Agent (following notice from the Required Lenders if they make such determination) will promptly so notify the Lead Borrower, the Canadian Borrower and each Lenderall Lenders thereof. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Eurodollar Rate Loans shall be suspended until the Administrative Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion Conversion to or continuation Continuation of a B/A Equivalent Loan Eurodollar Rate Loans or, failing that, will be deemed to have submitted converted such request into a request for a Canadian Prime Borrowing of Base Rate Loans in the amount specified therein. (b) If the Foreign Currency Fronting Lender determines in connection with any request for a Eurocurrency Rate Loan, or a Continuation of a Eurocurrency Rate Loan, that (a) deposits in the applicable Denomination Currency are not being offered to banks in the London interbank market 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 such Eurocurrency Rate Loan, or (c) the Eurocurrency Base Rate for such Eurocurrency Rate Loan does not adequately and fairly reflect the cost to the Foreign Currency Fronting Lender of funding such Eurocurrency Rate Loan, the Foreign Currency Fronting Lender will promptly notify the Borrower, the Administrative Agent and all Revolving Lenders thereof. Thereafter, the obligation of the Foreign Currency Fronting Lender to make or maintain Eurocurrency Rate Loans shall be suspended until the Foreign Currency Fronting Lender revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing or Continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Revolving Loans denominated in Dollars in an amount equal to the Dollar Equivalent of the amount specified therein.

Inability to Determine Rates. If the Required Lenders notify the Agent determine that for any reason in connection with a any request for a Borrowing of, LIBOR Rate Loan or a conversion to or continuation of, thereof or a LIBOR Base Rate Loan that (a) Dollar deposits are not being offered to banks in the London interbank Eurodollar LIBOR market for the applicable amount and Interest Period of such LIBOR Loan, (b) adequate and reasonable means do not exist for determining LIBOR for the requested Interest Period, or (c) LIBOR for the requested Interest Period does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan or, failing that, will be deemed to have submitted a request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A LIBOR Base Rate for the any requested Contract PeriodInterest Period with respect to a proposed LIBOR Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Canadian B/A LIBOR Base Rate for the any requested Contract Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to such the Lenders of funding such B/A Equivalent Loan, then the Administrative Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lenderall Lenders. Thereafter, (x) the obligation of the Applicable Lenders to make or maintain B/A Equivalent LIBOR Rate Loans shall be suspended 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 instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may (a) revoke any pending request for a Borrowing ofBorrowing, conversion to or continuation of a B/A Equivalent Loan orLIBOR Rate Loans or (b) prepay any affected Loans, failing thatincluding accrued interest. If the Borrower fails to do (a) or (b) above, the Borrower's request will be deemed to have submitted converted into a request for a Canadian Prime LoanBorrowing of Base Rate Loans in the amount specified therein.

Inability to Determine Rates. (a) If Required Lenders notify the Agent for any reason in connection with a any request for a Borrowing of, Eurodollar Rate Loan or LIBOR Daily Rate Loan or a conversion to or continuation ofthereof, a LIBOR Loan (i) the Agent determines that (aA) Dollar deposits are not being offered to banks in the London interbank Eurodollar eurodollar market for the applicable amount and Interest Period of such LIBOR Loan, Eurodollar Rate Loan or (bB)(x) adequate and reasonable means do not exist for determining the Eurodollar Rate or LIBOR Daily Rate for the any requested Interest PeriodPeriod with respect to a proposed Eurodollar Rate Loan or LIBOR Daily Rate Loan, respectively, or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c) do not apply (in each case with respect to clause (i), “Impacted Loans”), or (cii) LIBOR the Agent or the Required Lenders determine that for the any reason Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or the LIBOR Daily Rate with respect to a proposed LIBOR Daily Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Agent will 69 promptly so notify the Lead Borrower Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans or LIBOR Daily Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans, LIBOR Daily 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 Agent (upon the instruction by of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of a Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or LIBOR Loan Daily Rate Loans or, failing that, will be deemed to have submitted converted such request into a request for a U.S. Borrowing of Base Rate LoanLoans in the amount specified therein. (b) Notwithstanding the foregoing, a Canadian Base Rate Loan if the Agent has made the determination described in clause (a)(i) of this Section, the Agent in consultation with the Borrowers and the Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (i) the Agent revokes the notice delivered with respect to the Impacted Loans under clause (a)(i) of this Section, (ii) the Agent or a German Base Rate Loan, as applicable. If the Required Lenders notify the Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan and the Company that (a) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period alternative interest rate does not adequately and fairly reflect the cost to such 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 B/A Equivalent LoanLender or its applicable Lending Office to make, then maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Agent and the Company written notice thereof. The Agent will promptly so (in one or more notices) notify the Lead BorrowerBorrowers and each Lender of the establishment of an alternative interest rate pursuant to this clause (b). (c) Notwithstanding anything to the contrary herein or in any other Loan Document: (i) On March 5, 2021 the Financial Conduct Authority (“FCA”), the Canadian Borrower regulatory supervisor of LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-week, 1-month, 2-month, 3-month, 6-month and each Lender12- month Dollar LIBOR tenor settings. ThereafterOn the earliest of (A) the date that all Available Tenors of Dollar LIBOR have permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative, (B) June 30, 2023 and (C) the Early Opt-in Effective Date in respect of a SOFR Early Opt-in, if the then-current Benchmark is LIBOR, the obligation Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Loan Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis. (ii) (x) Upon (A) the occurrence of a Benchmark Transition Event or (B) a determination by the Agent that neither of the Applicable alternatives under clause (a) of the definition of Benchmark Replacement are available, the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Loan 70 Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Agent has not received, by such time, written notice of objection to make or maintain B/A Equivalent Loans such Benchmark Replacement from Lenders comprising the Required Lenders (and any such objection shall be suspended until conclusive and binding absent manifest error); provided that solely in the event that the then-current Benchmark at the time of such Benchmark Transition Event is not a SOFR-based rate, the Benchmark Replacement therefor shall be determined in accordance with clause (a) of the definition of Benchmark Replacement unless the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt determines that neither of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanalternative rates is available.

Inability to Determine Rates. If If, prior to the commencement of any Interest Period for any Eurocurrency Rate Loan, the Required Lenders notify the Agent determine that for any reason in connection with a any request for a Borrowing of, Eurocurrency Rate Loan or a conversion to or continuation of, a LIBOR Loan thereof that (a) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank Eurodollar market for such currency for the applicable amount and Interest Period of such LIBOR Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for determining LIBOR the Eurocurrency Rate for the any requested Interest PeriodPeriod with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan, or (c) LIBOR the Eurocurrency Rate for the any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Eurocurrency Rate Loan, then the Administrative Agent will promptly so notify the Lead Borrower Company and each Lender. Thereafter, until the Administrative Agent shall notify the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (x) the obligation of the Lenders to make or maintain LIBOR Eurocurrency Rate Loans in the affected currency or currencies shall be suspended and (y) in the event of a determination described in the preceding sentence with respect to the 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 by of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead each Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Eurocurrency Rate Loans in the affected currency or currencies or, failing that, will be deemed to have submitted converted such request into a request for a U.S. Revolving Borrowing of Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks Loans in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanspecified therein.

Inability to Determine Rates. If the Required Lenders notify the Agent determine that for any reason in connection with a any request for a Borrowing of, Eurodollar Rate Loan or a conversion to or continuation of, a LIBOR Loan thereof that (a) Dollar deposits are not being offered to banks in the London interbank Eurodollar eurodollar market for the applicable amount and Interest Period of such LIBOR Loan, (b) adequate and reasonable means do not exist for determining LIBOR for the requested Interest Period, or (c) LIBOR for the requested Interest Period does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan or, failing that, will be deemed to have submitted a request for a U.S. Base Eurodollar Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Eurodollar Base Rate for the any requested Contract PeriodInterest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Canadian B/A Eurodollar Base Rate for the any requested Contract Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such the Lenders of funding such B/A Equivalent Loan or (d) an Overnight Loan that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount of such Overnight Loan, then (ii) adequate and reasonable means do not exist for determining the Overnight Rate with respect to a proposed Overnight Loan, or (iii) the Overnight Rate with respect to a proposed Overnight Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Administrative Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lenderall Lenders. Thereafter, (x) the obligation of the Applicable Lenders to make or maintain B/A Equivalent Eurodollar Rate Loans or Overnight Loans, as applicable, shall be suspended and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing ofBorrowing, conversion to or continuation of Eurodollar Rate Loans or a B/A Equivalent Loan Borrowing or conversion of Overnight Loans, as applicable, or, failing that, will be deemed to have submitted converted such request into a request for a Canadian Prime LoanBorrowing of Base Rate Loans in the amount specified therein.

Inability to Determine Rates. (a) If the Required Lenders notify the Agent determine that for any reason in connection with a any request for a Borrowing ofEurocurrency Rate Loan, a LIBOR Floating Rate Loan or a conversion to or continuation of, a LIBOR Loan thereof that (a) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank Eurodollar market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan or for the applicable amount of such LIBOR Floating Rate Loan, (b) adequate and reasonable means do not exist for determining LIBOR the Eurocurrency Base Rate for the any requested Interest PeriodPeriod or the LIBOR Daily Floating Rate with respect to a proposed LIBOR Floating Rate Loan, Eurocurrency Rate Committed Loan or Eurocurrency Rate Term Loan (as applicable) or in connection with an existing or proposed Base Rate Loan or (c) LIBOR the Eurocurrency Base Rate for the any requested Interest Period or the or LIBOR Daily Floating Rate with respect to a proposed LIBOR Floating Rate Loan, Eurocurrency Rate Committed Loan or Eurocurrency Rate Term Loan (as applicable) does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Administrative Agent will promptly so notify the Lead Borrower Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Floating Rate Loans or Eurocurrency Rate Loans, as applicable, in the affected currency or currencies shall be 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 by of the Required LendersLenders or the Class Required Lenders in respect of the Committed Loans, the applicable Term A-1 Loans or Term A-2 Loans, as the case may be) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Floating Rate Loans, Eurocurrency Rate Committed Loans or Eurocurrency Rate Term Loans (as applicable) in the affected currency or currencies or, failing that, will be deemed to have submitted a converted such request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with into a request for a Borrowing of, or conversion to or continuation ofof Base Rate Committed Loans or Base Rate Term Loans, as applicable, 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 conclusive absent manifest error), or the Company or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a B/A Equivalent Loan copy to the Company) that the Company or Required Lenders (aas applicable) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loanhave determined, that: (bi) adequate and reasonable means do not exist for ascertaining (x) in the case LIBOR Floating Rate Loans, LIBOR for Dollars or (ii) any other Applicable Reference Rate for any requested Interest Period for any Permitted Currency, including because the applicable screen page is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the applicable screen page or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which any Applicable Reference Rate or the applicable screen rate shall no longer be made available, or used for determining the Canadian B/A 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 any Applicable Reference Rate, 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 such Applicable Reference Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) (any such proposed rate, a “Successor Rate”), together with any proposed 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 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 requested Contract PeriodAdministrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Company. If no Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (c) as applicable), the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Administrative Agent will promptly so notify the Lead Borrower, the Canadian Borrower Company and each Lender. Thereafter, (x) the obligation of the Applicable Lenders to make or maintain B/A Equivalent LIBOR Floating Rate Loans and Eurocurrency Rate Loans shall be suspended until suspended, (to the Agent extent of the affected LIBOR Floating Rate Loans, Eurocurrency Rate Loans, Permitted Currencies or Interest Periods, as applicable) and (upon instruction by Required Lendersy) revokes such noticethe Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan LIBOR Floating Rate Loans, Eurocurrency Rate Loans (to the extent of the affected LIBOR Floating Rate Loans, Eurocurrency Rate Loans, Permitted Currencies or Interest Periods, as applicable) or, failing thatthat (and, in the case of any outstanding LIBOR Floating Rate Loans or Eurocurrency Rate Loans, regardless of whether such request has been made), (A) with respect to Loans denominated in Dollars or, at the Company’s option, Canadian Dollars, the Company will be deemed to have submitted converted such request into a request for a Canadian Prime LoanCommitted Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein, and (B) with respect to Loans denominated in Permitted Currencies (other than Dollars), at the Company’s election, (1) such request shall be converted into a request for a Committed Borrowing of Base Rate Loans denominated in Dollars (subject to the foregoing clause (y)) in the amount specified therein (and, in the case of any outstanding LIBOR Floating Rate Loans or Eurocurrency Rate Loans, regardless of whether such request is made, such Loans shall automatically be deemed to be converted to Base Rate Loans denominated in Dollars), or (2) the Company shall repay such LIBOR Floating Rate Loans or Eurocurrency Rate Loans, as applicable (to the extent outstanding) in full; provided, however, that if no such election is made by the Company within three days after receipt of such notice, the Company shall be deemed to have elected clause (1) above. Notwithstanding anything else herein, any definition of Successor Rate shall provide that in no event shall such Successor Rate be less than zero for purposes of this Agreement.

Inability to Determine Rates. (a) If the Required Revolving Lenders notify the Agent determine that for any reason in connection with a any request for a Borrowing of, Eurodollar Rate Loan or a conversion to or continuation of, a LIBOR Loan thereof that (a) US Dollar deposits are not being offered to banks in the London interbank Eurodollar eurodollar market for the applicable amount and Interest Period of such LIBOR Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining LIBOR the Eurodollar Rate for the any requested Interest PeriodPeriod with respect to a proposed Eurodollar Rate Loan, or (c) LIBOR the Eurodollar Rate for the any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Revolving Lenders of funding such LIBOR Revolving Loan, then the Administrative Agent will promptly so notify the Lead Borrower and each Revolving Lender. Thereafter, the obligation of the Revolving Lenders to make or maintain LIBOR Eurodollar Rate Loans shall be suspended until the Administrative Agent (upon the instruction by of the Required Revolving Lenders) revokes such notice. Upon receipt of such notice, the Lead BorrowerBorrower may revoke any pending request for a Revolving Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Revolving Borrowing of Base Rate Loans in the amount specified therein. (b) If the Required Term Loan 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) US Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Term Loan Lenders of funding such Term Loan Segments, the Canadian Administrative Agent will promptly so notify the Borrower and each Term Loan Lender. Thereafter, the obligation of the Term Loan Lenders to make or maintain Eurodollar Rate Loans shall be suspended until the German Lead Administrative Agent (upon the instruction of the Required Term Loan Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Eurodollar Rate Loans under the Term Loan Facility or, failing that, will be deemed to have submitted a converted such request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with into a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent of Base Rate Loans under the Term Loan that (a) bankers’ acceptances are not being offered to banks Facility in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanspecified therein.

Inability to Determine Rates. If Required Lenders notify the Agent for any reason in connection with a any request for a Borrowing of, Eurodollar Rate Loan or a conversion to or continuation ofthereof, a LIBOR Loan (a) the Administrative Agent determines that (ai) Dollar deposits are not being offered to banks in the London interbank Eurodollar eurodollar market for the applicable amount and Interest Period of such LIBOR Eurodollar Rate Loan, or (bii) adequate and reasonable means do not exist for determining LIBOR the Eurodollar Base Rate for the any requested Interest PeriodPeriod with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (cb) LIBOR the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Administrative Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar 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 by of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have submitted a converted such request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with into a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks of Base Rate Loans in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanspecified therein.

Inability to Determine Rates. (a) If Required Lenders notify the Agent for any reason in connection with a any request for a Borrowing of, Eurocurrency Rate Loan or a conversion to or continuation ofthereof, a LIBOR Loan (i) the Administrative Agent determines that (aA) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank Eurodollar market for such currency for the applicable amount and Interest Period of such LIBOR Loan, Eurocurrency Rate Loan or (bB) adequate and reasonable means do not exist for determining LIBOR the Eurocurrency Base Rate for the any requested Interest PeriodPeriod with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (i), “Impacted Loans”), or (cii) LIBOR the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Administrative Agent will promptly so notify the Lead Borrower Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Eurocurrency Rate Loans in 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 Base Rate component of the Base Rate, the utilization of the Eurocurrency Base Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction by of the Required Lenders, who hereby agree to revoke such notice when the applicable circumstances no longer exist) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Eurocurrency Rate Loans in the affected currency or currencies or, failing that, will be deemed to have submitted a converted such request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with into a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks of Base Rate Loans in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, specified therein. (b) adequate Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i) of this Section, and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly Company shall so notify the Lead Borrowerrequest, the Canadian Borrower and each Lender. ThereafterAdministrative Agent, the obligation Lenders and the Company shall negotiate in good faith to amend the definition of “Eurocurrency Base Rate” and other applicable provisions to preserve the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt original intent thereof in light of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing change; provided that, until so amended, such Impacted Loans will be deemed handled as otherwise provided pursuant to have submitted a request for a Canadian Prime Loanthe terms of this Section.

Inability to Determine Rates. (a) If the Required Tranche 1 Lenders notify the Agent determine that for any reason in connection with a any request for a Borrowing of, Eurocurrency Rate Loan or a conversion to or continuation of, a LIBOR Loan thereof that (ai) Dollar deposits (whether in U.S. Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank Eurodollar market for such currency for the applicable amount and Interest Period of such LIBOR Eurocurrency Rate Loan, (bii) adequate and reasonable means do not exist for determining LIBOR the Eurocurrency Rate for the any requested Interest PeriodPeriod with respect to a proposed Eurocurrency Rate Loan (whether denominated in U.S. Dollars or an Alternative Currency), or (ciii) LIBOR the Eurocurrency Rate for the any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Tranche 1 Lenders of funding such LIBOR Eurocurrency Rate Loan, then the Administrative Agent will promptly so notify the Lead Borrower Company and each Tranche 1 Lender. Thereafter, the obligation of the Tranche 1 Lenders to make or maintain LIBOR Eurocurrency Rate Loans in the affected currency or currencies shall be suspended until the Administrative Agent (upon the instruction by of the Required Tranche 1 Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Eurocurrency Rate Loans in the affected currency or currencies or, failing that, will be deemed to have submitted converted such request into a request for a U.S. Tranche 1 Borrowing of Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. Loans in the amount specified therein. (b) If the Required Tranche 2 Lenders notify the Agent determine that for any reason in connection with a any request for a Borrowing of, Bankers’ Acceptance or conversion a Conversion to or continuation of, a B/A Equivalent Loan Rollover thereof that (ai) there no longer exists an active market for bankers’ acceptances are not being offered to banks in accepted by the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract PeriodTranche 2 Lenders, or (cii) the Canadian B/A Discount Rate for the requested Contract Period does not adequately and fairly accurately reflect the cost discount rate which would be applicable to such Lenders a sale of funding such B/A Equivalent LoanBankers’ Acceptances in the market, then the Canadian Facility Agent will promptly so notify the Lead Borrower, the Canadian Borrower Company and each Tranche 2 Lender. Thereafter, the obligation of the Applicable Tranche 2 Lenders to make or maintain B/A Bankers’ Acceptances or BA Equivalent Loans Advances shall be suspended until the Canadian Facility Agent (upon the instruction by of the Required Tranche 2 Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower Company may revoke any pending request for Drawdown Notice, Conversion Notice or Rollover Notice, and (A) any outstanding Drawdown Notice requesting a Borrowing of, conversion to Tranche 2 Loan by way of Bankers’ Acceptances or continuation of a B/A BA Equivalent Loan or, failing that, will Advances shall be deemed to have submitted be a request for Drawdown Notice requesting a Tranche 2 Loan by way of Canadian Prime LoanRate Loans in the amount specified in the original Drawdown Notice; (B) any outstanding Rollover Notice requesting a Rollover of a Tranche 2 Loan by way of Bankers’ Acceptances or BA Equivalent Advances, shall be deemed to be a Conversion Notice requesting a Conversion of such Tranche 2 Loan into a Tranche 2 Loan by way of Canadian Prime Rate Loans, and (C) any outstanding Conversion Notice requesting a Conversion into a Tranche 2 Loan by way of Bankers’ Acceptances or BA Equivalent Advances, shall be deemed to be withdrawn.

Inability to Determine Rates. If Unless and until a Benchmark Replacement is implemented in accordance with Section 3.3(c) below, if the Administrative Agent reasonably and in good faith determines, or the Administrative Agent is advised by the Required Lenders notify the Agent Lenders, that for any reason in connection with a any request for a Borrowing of, LIBOR Rate Loan or a conversion to or continuation of, a LIBOR Loan thereof or otherwise that (ai) Dollar 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, (bii) adequate and reasonable means do not exist for determining LIBOR Base Rate for the any requested LIBOR Interest PeriodPeriod with respect to a proposed LIBOR Rate Loan, or (ciii) LIBOR Base Rate for the any requested LIBOR Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to such the Required Lenders of funding such LIBOR Loan, then and, in any such event, Administrative Agent shall have also made such determination with respect to similarly situated loans in which it is serving as administrative agent or otherwise consistent with market practice generally, the Administrative Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans and Floating Rate Loans as to which the interest rate is determined by reference to LIBOR Market Index Rate shall be suspended until the Administrative Agent (upon the instruction by of the Required Lenders) revokes such notice, such revocation not to be unreasonably withheld or delayed. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing the borrowing of, conversion to or continuation of a LIBOR Loan Rate Loans or, failing that, will be deemed to have submitted converted such request into a request for a U.S. Base the borrowing of Loans that are Floating Rate Loan, a Canadian Base Loans (with the Floating Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with a request for a Borrowing of, or conversion determined other than by reference to or continuation of, a B/A Equivalent Loan that (aLIBOR Market Index Rate) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanspecified therein.

Inability to Determine Rates. If Required Lenders notify the Administrative Agent reasonably determines that for any reason in connection with a any request for a Borrowing of, LIBOR Rate Loan or a conversion to or continuation of, a LIBOR Loan that thereof that: (a1) Dollar deposits are not being offered to banks in the London interbank Eurodollar U.S. money market for the applicable amount and Interest Period of such LIBOR Rate Loan, , (b2) adequate and reasonable means do not exist for determining the LIBOR Rate (based upon methodology set forth in the definition thereof) for the requested Interest Period, or (c) LIBOR for the any requested Interest Period with respect to a proposed LIBOR Rate Loan or in connection with an existing or proposed Base Rate Loan, or (3) the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Required Lenders (in consultation with the Borrower) will so notify the Administrative Agent in writing and thereafter the Administrative Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, (i) the obligation of the Lenders to make or maintain LIBOR Loans Rate Loans, as the case may be, shall be suspended suspended, and (ii) 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 by of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Rate Loans or, failing that, will be deemed to have submitted a converted such request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with into a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks of Base Rate Loans in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanspecified therein.

Inability to Determine Rates. If Required the Requisite Lenders notify the Agent reasonably determine that for any reason in connection with a any request for a Borrowing ofEurocurrency Rate Loan or a BA Rate Loan, as applicable, or a conversion to or continuation of, a LIBOR Loan thereof that (a) Dollar deposits (whether in Dollars or the applicable Alternative Currency) are not being offered to banks in the London applicable offshore interbank Eurodollar market for such currency for the applicable amount and Interest Period of such LIBOR Eurocurrency Rate Loan (or BA Rate Loan, as applicable), (b) adequate and reasonable means do not exist for determining LIBOR the Eurocurrency Rate or BA Rate Loan, as the case may be, for the any requested Interest PeriodPeriod with respect to a proposed Eurocurrency Rate Loan or 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 case may be, or (c) LIBOR the Eurocurrency Rate or BA Rate, as applicable, for the any requested Interest Period with respect to 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 LIBOR Loan, then the Administrative Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Eurocurrency Rate Loans 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 by Required of the Requisite Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Eurocurrency Rate Loans or BA Rate Loans, as applicable, or, failing that, will be deemed to have submitted a converted such request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with into a request for a Borrowing ofof Base Rate Loans or Canadian Prime Rate Loan, or conversion to or continuation ofas the case may be, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanspecified therein.

Inability to Determine Rates. If Required Lenders notify the Agent for any reason in connection with a any request for a Borrowing of, Loan or a conversion to or continuation of, a LIBOR Loan that thereof: (a) Administrative Agent determines that: (i) Dollar deposits are not being offered to banks in the London applicable offshore interbank Eurodollar market for the applicable amount and Interest Period of such LIBOR Loan, ; or (bii) adequate and reasonable means do not exist for determining the LIBOR Rate for the requested Interest Period, or (c) LIBOR for the any requested Interest Period with respect to a proposed LIBOR 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) Administrative Agent or the Required Lenders determine that for any reason the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the ; Administrative Agent will promptly so notify the Lead Borrower Parties and each Lender. Thereafter, : (x) the obligation of the Lenders to make or maintain LIBOR Rate Loans 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 by of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian any Borrower or the German Lead Borrower Party may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Rate Loans (to the extent of the affected LIBOR Rate Loans or Interest Periods) or, failing that, will be deemed to have submitted a converted such request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with into a request for a Borrowing ofof Base Rate Loans, or conversion without reference to or continuation ofthe LIBOR Rate, a B/A Equivalent Loan that in the amount specified therein. Notwithstanding the foregoing, if Administrative Agent has made the determination described in clause (a) bankers’ acceptances are not being offered to banks of the first sentence of this Section, Administrative Agent, in consultation with Borrower and the Canadian interbank bankers’ acceptances market Required Lenders, may establish an alternative interest rate for the applicable amount and Contract Period Impacted Loans, in which case such alternative rate of such B/A Equivalent Loaninterest shall apply with respect to the Impacted Loans until (1) Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this Section, (b2) adequate Administrative Agent or the Required Lenders notify Administrative Agent and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period 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 B/A Equivalent LoanLender or its applicable Lending Office to make, then 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 Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation authority of such Lender to do any of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the foregoing and provides Administrative Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead and Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanwritten notice thereof.

Inability to Determine Rates. If Required Lenders notify the Agent for any reason in connection with a any request for a Borrowing of, Eurocurrency Rate Loan or a conversion to or continuation ofthereof, a LIBOR Loan that (a) Dollar (i) the Administrative Agent determines that deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank Eurodollar market for such currency for the applicable amount and Interest Period of such LIBOR Eurocurrency Rate Loan, or (bii) adequate and reasonable means do not exist for determining LIBOR the Eurocurrency Rate for the any requested Interest PeriodPeriod with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a) above, “Impacted Loans”), or (cb) LIBOR the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Eurocurrency Rate Loan, then the Administrative Agent will promptly so notify the Lead Borrower Toro and each Lender. Thereafter, (x) the obligation of the Lenders under the appropriate Facility to make or maintain LIBOR Eurocurrency Rate Loans in the affected currency or currencies 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 by of the Required LendersRevolving Lenders (in the case of the Revolving Credit Facility) or the Required Term Loan Lenders (in the case of the Term Loan Facility) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower Toro may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) under the appropriate Facility or, failing that, will be deemed to have submitted a converted such request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with into a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks of Base Rate Loans under the appropriate Facility in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanspecified therein.

Inability to Determine Rates. If Required Lenders notify the Agent for any reason in connection with any LIBOR Rate Election or a request for a Borrowing of, or conversion to or continuation ofof any LIBOR Rate Principal, a LIBOR Loan that (a) Administrative Agent determines that (i) U.S. Dollar deposits are not being offered to banks in the London interbank Eurodollar eurodollar market for the applicable amount and Interest Period of such LIBOR LoanRate Election or LIBOR Rate Principal, or (bii) adequate and reasonable means do not exist for determining LIBOR the London Interbank Offered Rate for the any requested Interest PeriodPeriod with respect to a proposed LIBOR Rate Advance or the LIBOR Daily Floating Rate in connection with any existing or proposed Base Rate Principal, or (cb) Required Lenders determine that for any reason the LIBOR Rate for the requested Interest Period does any LIBOR Rate Election will not adequately and fairly reflect the cost to such Lenders of funding such LIBOR LoanRate Advance, then the Administrative Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Loans Rate Advances shall be suspended (to the extent of the affected LIBOR Rate Principal or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction by of Required Lenders) revokes such notice. Upon receipt of such noticerevocation notice from Administrative Agent, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request LIBOR Rate Election for a Borrowing borrowing of, conversion to or continuation of a LIBOR Loan Rate Principal (to the extent of the affected LIBOR Rate Principal or Interest Periods) or, failing that, will be deemed to have submitted converted such LIBOR Rate Election into a request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks Advance in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanspecified therein.

Inability to Determine Rates. (a) If Required Lenders notify the Agent for any reason in connection with a any request for a Borrowing of, Eurocurrency Rate Loan or a LIBOR Daily Loan or a conversion to or continuation ofthereof, a LIBOR Loan (i) the Administrative Agent determines that (aA) Dollar deposits in Dollars are not being offered to banks in the London applicable offshore interbank Eurodollar market for the applicable amount and Interest Period of such Eurocurrency Rate Loan or LIBOR Daily Loan, or (bB) adequate and reasonable means do not exist for determining LIBOR the Eurocurrency Base Rate for the any requested Interest PeriodPeriod with respect to a proposed Eurocurrency Rate Loan or for determining the LIBOR Daily Floating Rate with respect to a proposed LIBOR Daily Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (i), “Impacted Loans”), or (cii) LIBOR the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the LIBOR Daily Floating Rate with respect to a proposed LIBOR Daily Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Administrative Agent will promptly so notify the Lead Borrower Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans and LIBOR Daily Loans shall be suspended (to the extent of the affected Eurocurrency Rate Loans, LIBOR Daily Loans or Interest Periods) and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Base Rate component of the Base Rate, the utilization of the Eurocurrency Base Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction by of the Required Lenders) revokes such noticenotice and during such period Base Rate Loans shall be made and continued based on the interest rate determined by the greater of clauses (a) and (b) in the definition of Base Rate. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of a Eurocurrency Rate Loans and LIBOR Loan Daily Loans or, failing that, will be deemed to have submitted a converted such request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with into a request for a Borrowing of, of (or conversion to or continuation of, a B/A Equivalent Loan that (ato) bankers’ acceptances are not being offered to banks Base Rate Loans in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, specified therein. (b) adequate 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 reasonable means do not exist for determining the Canadian B/A Rate affected Lenders, may establish an alternative interest rate for the requested Contract PeriodImpacted Loans, or in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (c1) the Canadian B/A Rate for Administrative Agent revokes the requested Contract Period notice delivered with respect to the Impacted Loans under clause (a)(i) of this Section, (2) the Administrative Agent or the affected Lenders notify the Company that such alternative interest rate does not adequately and fairly reflect the cost to such the Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such B/A Equivalent LoanLender or its applicable Lending Office to make, then 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 Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation authority of such Lender to do any of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until foregoing and provides the Administrative Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, and the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime LoanCompany written notice thereof.

Inability to Determine Rates. (a) If Required Lenders notify the Agent for any reason in connection with a any request for a Borrowing of, Eurocurrency Rate Loan or a conversion to or continuation ofthereof, a LIBOR Loan that (a) Dollar (i) the Administrative Agent reasonably determines that deposits (whether in Dollars or an Alternate Currency) are not being offered to banks in the London applicable offshore interbank Eurodollar market for such currency for the applicable amount and Interest Period of such LIBOR Eurocurrency Rate Loan, or (bii) adequate and reasonable means do not exist for determining LIBOR the Eurocurrency Rate for the any requested Interest PeriodPeriod with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternate Currency) or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a) above, “Impacted Loans”), or (cb) LIBOR the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Eurocurrency Rate Loan, then the Administrative Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Eurocurrency Rate Loans in the affected currency or currencies 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 by of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have submitted a converted such request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with into a request for a Borrowing ofof Base Rate Loans in the amount specified therein. (b) Notwithstanding the foregoing, or conversion 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 or continuation of, a B/A Equivalent Loan that the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) bankers’ acceptances are not being offered to banks in of the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period first sentence of such B/A Equivalent Loanthis section, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c2) the Canadian B/A Rate for Administrative Agent or the requested Contract Period Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such B/A Equivalent LoanLender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof. (c) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent reasonably determines (which determination shall be made in good faith and conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a simultaneous copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.03, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any 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 Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent a 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 in good faith. 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 Lead Borrower, the Canadian Borrower and each Lender. Thereafter, (x) the obligation of the Applicable Lenders to make or maintain B/A Equivalent Eurocurrency Rate Loans shall be suspended until suspended, (to the Agent extent of the affected Eurocurrency Rate Loans or Interest Periods), and (upon instruction by Required Lendersy) revokes such noticethe Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have submitted converted such request into a request for a Canadian Prime LoanBorrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

Inability to Determine Rates. If Required Lenders notify the Agent for any reason in connection with a any request for a Borrowing of, LIBOR Periodic Rate Loan or a conversion to or continuation of, a LIBOR Loan thereof that (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank Eurodollar eurodollar market for the applicable amount and Interest Period of such LIBOR Loan, Periodic Rate Loan or (bii) adequate and reasonable means do not exist for determining the LIBOR Periodic Rate for the any requested Interest PeriodPeriod with respect to a proposed LIBOR Periodic Rate Loan or in connection with an existing or proposed LIBOR Daily Floating Rate Loan, or (cb) the Required Lenders determine that for any reason the LIBOR Periodic Rate for the any requested Interest Period with respect to a proposed LIBOR Periodic Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Administrative Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Periodic Rate Loans or LIBOR Daily Floating Rate Loans shall be suspended (to the extent of the affected LIBOR Periodic Rate Loans, LIBOR Daily Floating Rate Loans or Interest Periods) until the Administrative Agent (upon the instruction by of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Periodic Rate Loans or LIBOR Daily Floating Rate Loans or, failing that, will be deemed to have submitted converted such request (to the extent of the affected LIBOR Periodic Rate Loans, LIBOR Daily Floating Rate Loans or Interest Periods) into a request for a U.S. Base Committed Borrowing of Prime Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks Loans in the Canadian interbank bankers’ acceptances market for amount specified therein. (m) Section 5.22 of the applicable amount Credit Agreement is hereby amended by replacing the title with “Anti-Money Laundering and Contract Period of such B/A Equivalent Loan, (b) adequate Sanctions” and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or deleting clause (c) in its entirety and replacing it with the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loan.following:

Inability to Determine Rates. If the Required Lenders notify the Agent determine that for any reason in connection with a any request for a Borrowing ofLIBOR Rate Loan, Euribor Rate Loan or a BA Equivalent Loan, or a conversion to or continuation of, a LIBOR Loan thereof that (a) with respect to LIBOR Rate Loans or Euribor Rate Loans only, 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 Euribor 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 LIBOR Rate, Euribor Rate Loan or the BA Rate for the any requested Interest PeriodPeriod with respect to a proposed LIBOR Rate Loan, Euribor Rate Loan or BA Equivalent Loan, or (cd) the LIBOR Rate, Euribor Rate or the BA Rate for the any requested Interest Period with respect to a proposed LIBOR Rate Loan, Euribor Rate Loan or BA Equivalent Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Agent Agents will promptly so notify the Lead Borrower Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans or of the Canadian Lenders to make or maintain BA Equivalent Loans or Euribor Rate Loans, as applicable, shall be suspended until the Administrative Agent or the Canadian Agent, as applicable (but in either case upon the instruction by of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower Parent or the German Lead Foreign Borrower may revoke any pending request for a Committed Borrowing of, conversion to or continuation of LIBOR Rate Loans made to a Domestic Borrower or the Foreign Borrower (if based on Domestic Availability) or the Canadian Borrower or the Foreign Borrower may revoke any pending request for a Committed Borrowing of, conversion to or continuation of LIBOR Loan Rate Loans, Euribor Rate Loans or BA Equivalent Loans, as applicable, made to the Canadian Borrower or the Foreign Borrower (based on Canadian Availability), as applicable, or, failing that, will be deemed to have submitted converted such request into either a request for a U.S. Base Domestic Committed Borrowing of Domestic Prime Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify Loans in the Agent for any reason in connection with a request for a Borrowing ofamount specified therein, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Committed Borrowing of Canadian Prime LoanRate Loans in the amount specified therein, as applicable.

Inability to Determine Rates. If Required Lenders notify the Agent for any reason in connection with a any request for a Borrowing of, LIBOR Loan or a conversion to or continuation ofthereof, a LIBOR Loan (a) Administrative Agent determines that (ai) Dollar deposits are not being offered to banks in the London interbank Eurodollar eurodollar market for the applicable amount and Interest Period of such LIBOR Loan, or (bii) adequate and reasonable means do not exist for determining LIBOR for the any requested Interest PeriodPeriod with respect to a proposed LIBOR 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 (cb) Administrative Agent or the Required Lenders determine that for any reason LIBOR for the any requested Interest Period or Daily Floating LIBOR with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Administrative Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended (to the extent of the affected LIBOR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to LIBOR component of the Base Rate, the utilization of LIBOR component in determining the Base Rate shall be suspended, in each case until Administrative Agent upon the Agent (upon instruction by of Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing Loan of, conversion to or continuation of a LIBOR Loan Loans (to the extent of the affected LIBOR Loans or Interest Periods), or, failing that, will be deemed to have submitted converted such request into a request for a U.S. borrowing of Base Rate LoanLoans in the amount specified therein. Notwithstanding the foregoing, a Canadian Base Rate Loan or a German Base Rate Loanif Administrative Agent has made the determination described in clause (a)(i) of this Section, as applicable. If Required Lenders notify Administrative Agent, in consultation with Borrower 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) Administrative Agent for any reason in connection revokes the notice delivered with a request for a Borrowing of, or conversion respect to or continuation of, a B/A Equivalent Loan that the Impacted Loans under clause (a) bankers’ acceptances are not being offered to banks in of the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period first sentence of such B/A Equivalent Loanthis Section, (b2) adequate Administrative Agent or the affected Lenders notify Administrative Agent and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period 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 B/A Equivalent LoanLender or its applicable Lending Office to make, then 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 Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation authority of such Lender to do any of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the foregoing and provides Administrative Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead and Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanwritten notice thereof.

Inability to Determine Rates. If Required Lenders notify the Agent for any reason in connection with a any request for a Borrowing of, Eurodollar Rate Loan or a LIBOR Floating Rate Loan or a conversion to ora Eurodollar Rate Loan or continuation of, a LIBOR Floating Rate Loan or a continuation thereofof a Eurodollar Rate Loan (a) the Administrative Agent determines that (aa)(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 applicable term with respect to such LIBOR Floating Rate Loan, or (bii) adequate and reasonable means do not exist for determining LIBOR the Eurodollar Rate for the any requested Interest PeriodPeriod with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan or for determining the LIBOR Daily Floating Rate in connection with an existing or proposed LIBOR Floating Rate Loan (in each case with respect to clause (a)(i) above, the “Impacted Loans”), or (cb) LIBOR the Administrative Agent or the affected Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or the LIBOR Daily Floating Rate with respect to an existing or proposed LIBOR Floating Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan or LIBOR Floating Rate Loan, then as the case may be, the Administrative Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and/or LIBOR Floating Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction by Required of the affected Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead 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 a Borrowing of, or conversion to, LIBOR Loan Floating Rate Loans, as applicable, or, failing that, will be deemed to have submitted converted such request into a request for a U.S. Committed Borrowing of Base Rate LoanLoans in the amount specified therein. Notwithstanding the foregoing, a Canadian Base Rate Loan if the Administrative Agent has made the determination described in clause (a) (i) of this section, the Administrative Agent, in consultation with the Borrower 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) of the first sentence of this section, (2) the Administrative Agent determines, or a German Base Rate Loan, as applicable. If Required the affected Lenders notify the Administrative Agent for any reason in connection with a request for a Borrowing ofand the Borrower, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period 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 B/A Equivalent LoanLender or its applicable Lending Office to make, then 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 Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation authority of such Lender to do any of the Applicable Lenders to make or maintain B/A Equivalent foregoing and provides the Administrative Agent and the Borrower written notice thereof. Increased Costs; Reserves on Eurodollar Rate Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanand LIBOR Floating Rate Loans .

Inability to Determine Rates. If Required Lenders notify the Agent for any reason in connection with a any request for a Borrowing of, LIBOR Rate Loan or a conversion to or continuation ofthereof, a LIBOR Loan (a) the Administrative Agent determines that (ai) Dollar deposits are not being offered to banks in the London interbank Eurodollar eurodollar market for the applicable amount and Interest Period of such LIBOR Rate Loan, or (bii) adequate and reasonable means do not exist for determining LIBOR the Eurodollar Rate for the any requested Interest PeriodPeriod with respect to a proposed LIBOR Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a) above, “Impacted Loans”), or (cb) the Required Lenders determine that for any reason the LIBOR Rate for the any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Administrative Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Rate Loans 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 by of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of a LIBOR Loan Rate Loans (to the extent of the affected LIBOR Rate Loans or Interest Periods) or, failing that, will be deemed to have submitted converted such request into a request for a U.S. borrowing of or conversion to Base Rate LoanLoans in the amount specified therein. Notwithstanding the foregoing, a Canadian Base Rate Loan if the Administrative Agent has made the determination described in clause (a) of this section, the Administrative Agent, with the prior written consent of the Borrower 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) of the first sentence of this section, (2) the Administrative Agent or a German Base Rate Loan, as applicable. If Required such affected Lenders notify the Administrative Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan and the Borrower that (a) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period 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 B/A Equivalent LoanLender or its applicable Lending Office to make, then 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 Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation authority of such Lender to do any of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until foregoing and provides the Administrative Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, and the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanwritten notice thereof.

Inability to Determine Rates. (a) If Required Lenders notify the Agent for any reason in connection with a any request for a Borrowing of, Eurocurrency Rate Loan or a LIBOR Daily Loan or a conversion to or continuation ofthereof, a LIBOR Loan (i) the Administrative Agent determines that (aA) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank Eurodollar market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan or LIBOR Daily Loan, or (bB) adequate and reasonable means do not exist for determining LIBOR the Eurocurrency Base Rate for the any requested Interest PeriodPeriod with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or for determining the LIBOR Daily Floating Rate with respect to a proposed LIBOR Daily Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (i), “Impacted Loans”), or (cii) LIBOR the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the LIBOR Daily Floating Rate with respect to a proposed LIBOR Daily Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Administrative Agent will promptly so notify the Lead Borrower Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in the affected currency or currencies and LIBOR Daily Loans shall be suspended (to the extent of the affected Eurocurrency Rate Loans, LIBOR Daily Loans or Interest Periods) and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Base Rate component of the Base Rate, the utilization of the Eurocurrency Base Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction by of the Required Lenders) revokes such noticenotice and during such period Base Rate Loans shall be made and continued based on the interest rate determined by the greater of clauses (a) and (b) in the definition of Base Rate. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of a Eurocurrency Rate Loans in the affected currency or currencies and LIBOR Loan Daily Loans or, failing that, will be deemed to have submitted a converted such request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with into a request for a Borrowing of, of (or conversion to or continuation of, a B/A Equivalent Loan that (ato) bankers’ acceptances are not being offered to banks Base Rate Loans in Dollars in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, specified therein. (b) adequate 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 reasonable means do not exist for determining the Canadian B/A Rate affected Lenders, may establish an alternative interest rate for the requested Contract PeriodImpacted Loans, or in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (c1) the Canadian B/A Rate for Administrative Agent revokes the requested Contract Period notice delivered with respect to the Impacted Loans under clause (a)(i) of this Section, (2) the Administrative Agent or the affected Lenders notify the Company that such alternative interest rate does not adequately and fairly reflect the cost to such the Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such B/A Equivalent LoanLender or its applicable Lending Office to make, then 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 Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation authority of such Lender to do any of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until foregoing and provides the Administrative Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, and the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime LoanCompany written notice thereof.

Inability to Determine Rates. If Unless the provisions of Section 1.10 apply, if the Required Lenders notify the Agent determine that for any reason in connection with a any request for a Borrowing of, Eurodollar Rate Loan or a conversion to or continuation of, a LIBOR Loan thereof that (ai) Dollar deposits are not being offered to banks in the London interbank Eurodollar eurodollar market for the applicable amount and Interest Period of such LIBOR Eurodollar Rate Loan, (bii) adequate and reasonable means do not exist for determining LIBOR the Eurodollar Rate for the any requested Interest PeriodPeriod with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (ciii) LIBOR the Eurodollar Rate for the any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR LoanLoan (each, then a “Market Disruption Event”), the Administrative Agent will promptly so notify the Lead Borrower Borrowers and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Eurodollar Rate Loans shall be suspended suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining 243071545v.24 the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction by of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Eurodollar Rate Loans or, failing that, will be deemed to have submitted a converted such request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with into a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks of Base Rate Loans in the Canadian interbank bankers’ acceptances market for amount specified therein. During any period in which a Market Disruption Event is in effect, the applicable amount and Contract Period Borrowers may request, through the Administrative Agent, that the Required Lenders 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 Required Lenders have not confirmed the continued effectiveness of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent LoanMarket Disruption Event, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans such Market Disruption Event shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will no longer be deemed to have submitted be in effect; provided, that (A) the 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 failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Required Lenders’ right to provide any additional notices of a request for a Canadian Prime LoanMarket Disruption Event as provided in this Section 3.03.

Inability to Determine Rates. (a) If Required Lenders notify the Agent for any reason in connection with a any request for a Borrowing ofLoan, or a conversion to or continuation of, a LIBOR Loan thereof: (i) Administrative Agent determines that (a) Dollar deposits are not being offered to banks in the London applicable offshore interbank Eurodollar market for the applicable amount and Interest Period of such LIBOR Loan, ; (bii) Administrative Agent determines that adequate and reasonable means do not exist for determining LIBOR the Eurodollar Rate for the requested Interest Period, or (c) LIBOR for the any requested Interest Period with respect to a proposed Eurodollar Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan or in connection with an existing or proposed Base Rate Loan; or (iii) Administrative Agent or the Required Lenders reasonably determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Administrative Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, : (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans or Interest Period); and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction by of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan or, failing that, will be deemed to have submitted a request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans (a) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation extent of the Applicable Lenders to make affected Eurodollar Rate Loans, Daily Floating LIBOR Rate Loans or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required LendersInterest Periods) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted converted such request into a request for a Canadian Prime LoanBorrowing of Base Rate Loans, without reference to the Eurodollar Rate, in the amount specified therein. (b) Notwithstanding anything to the contrary in this Credit Agreement or any other Loan Documents, if Administrative Agent determines (which determination shall be conclusive absent manifest error), or Borrower or Required Lenders notify Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any Interest Period hereunder or any other tenors of LIBOR, 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 Administrative Agent or such administrator 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 Administrative Agent, that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) the administrator of the LIBOR 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 LIBOR 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 LIBOR; then, in the case of clauses (b)(i) through (b)(iii) above, on a date and time determined by 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 reasonably promptly upon the occurrence of any of the events or circumstances under clauses (b)(i), (b)(ii) or (b)(iii) above and, solely with respect to clause (b)(ii) above, no later than the Scheduled Unavailability Date, LIBOR will be replaced hereunder and under any Loan Document 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 Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Loan Document (the “LIBOR Successor Rate”; and any such rate before giving effect to the Related Adjustment, the “Pre-Adjustment Successor Rate”): (x) Term SOFR plus the Related Adjustment; and (y) SOFR plus the Related Adjustment; and in the case of clause (b)(iv) above, Borrower and Administrative Agent may amend this Credit Agreement solely for the purpose of replacing LIBOR under this Credit Agreement and under any other Loan Document in accordance with the definition of “LIBOR Successor Rate” and such amendment will become effective at 5:00 p.m., on the fifth Business Day after Administrative Agent shall have notified all Lenders and Borrower of the occurrence of the circumstances described in clause (b)(iv) above unless, prior to such time, Lenders comprising the Required Lenders have delivered to Administrative Agent written notice that such Required Lenders object to the implementation of a LIBOR Successor Rate pursuant to such clause; provided that, if Administrative Agent determines that Term SOFR has become available, is administratively feasible for Administrative Agent and would have been identified as the Pre-Adjustment Successor Rate in accordance with the foregoing if it had been so available at the time that the LIBOR Successor Rate then in effect was so identified, and Administrative Agent notifies Borrower and each Lender of such availability, then from and after the beginning of the Interest Period, relevant Interest Payment Date or payment period for interest calculated, in each case, commencing no less than thirty (30) days after the date of such notice, the Pre-Adjustment Successor Rate shall be Term SOFR and the LIBOR Successor Rate shall be Term SOFR plus the relevant Related Adjustment. Administrative Agent will promptly (in one or more notices) notify Borrower and each Lender of (A) any occurrence of any of the events, periods or circumstances under clauses (b)(i) through (b)(ii) above, (B) a LIBOR Replacement Date and (C) the LIBOR Successor Rate. Any 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 Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by Administrative Agent. Notwithstanding anything else herein, if at any time any LIBOR Successor Rate as so determined would otherwise be less than zero, the LIBOR Successor Rate will be deemed to be zero for the purposes of this Credit Agreement and the other Loan Documents. In connection with the implementation of a LIBOR Successor Rate, 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 Credit Agreement; provided that, with respect to any such amendment effected, Administrative Agent shall post each such amendment implementing such LIBOR Successor Rate Conforming Changes to Borrower and the Lenders reasonably promptly after such amendment becomes effective. If the events or circumstances of the type described in clauses (b)(i) through (b)(iii) above have occurred with respect to the LIBOR Successor Rate then in effect, then the successor rate thereto shall be determined in accordance with the definition of “LIBOR Successor Rate.” (c) Notwithstanding anything to the contrary herein, (i) after any such determination by Administrative Agent or receipt by Administrative Agent of any such notice described under Section 3.03(b)(i) through 3.03(b)(iii), as applicable, if Administrative Agent determines that none of the LIBOR Successor Rates is available on or prior to the LIBOR Replacement Date, (ii) if the events or circumstances described in Section 3.03(b)(iv) have occurred but none of the LIBOR Successor Rates is available, or (iii) if the events or circumstances of the type described in Section 3.03(b)(i), have occurred with respect to the LIBOR Successor Rate then in effect and Administrative Agent determines that none of the LIBOR Successor Rates is available, then in each case, Administrative Agent and Borrower may amend this Credit Agreement solely for the purpose of replacing LIBOR or any then current LIBOR Successor Rate at the end of any Interest Period, relevant Interest Payment Date or payment period for interest calculated, as applicable, in accordance with this Section 3.03 with another alternate benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. Dollar denominated syndicated credit facilities for such alternative benchmarks and, in each case, including any Related Adjustments and any other mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar 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 Administrative Agent from time to time in its reasonable discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a LIBOR Successor Rate. Any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after Administrative Agent shall have posted such proposed amendment to all Lenders and Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to Administrative Agent written notice that such Required Lenders object to such amendment.

Inability to Determine Rates. If Required Lenders notify the Agent for any reason in connection with a any request for a Borrowing ofEurocurrency Rate Loan, a Same Day Dollar Loan, a Tranche B Same Day Multi-Currency Loan or a Swing Loan or a conversion to or continuation ofthereof, a LIBOR Loan that as applicable, (a) Dollar the Administrative Agent or a Swing Lender, as the case may be, determines that (i) deposits (whether in Dollars or another Agreed Currency) are not being offered to banks in the London applicable offshore interbank Eurodollar market for such currency for the applicable amount and Interest Period or day, as applicable, of such LIBOR Eurocurrency Rate Loan, a Same Day Dollar Loan, a Tranche B Same Day Multi-Currency Loan or Swing Loan, or (bii) adequate and reasonable means do not exist for determining LIBOR any applicable Currency Reference Rate for the requested Interest Period, or (c) LIBOR for the any requested Interest Period or day, as applicable, with respect to a proposed Eurocurrency Rate Loan, Same Day Dollar Loan, Tranche B Same Day Multi-Currency Loan or Swing Loan (whether denominated in Dollars or another Agreed Currency) or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), the “Impacted Loans”) or (b) the Administrative Agent or the Required Lenders determine that for any reason the applicable Currency Reference Rate for any requested Interest Period or day, as applicable, with respect to a proposed Eurocurrency Rate Loan or applicable Swing Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Eurocurrency Rate Loan, then Same Day Dollar Loan, Tranche B Same Day Multi-Currency Loan or Swing Loan, the Administrative Agent will promptly so notify the Lead Borrower Visa Inc. and each applicable Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Eurocurrency Rate Loans, Same Day Dollar Loans, Tranche B Same Day Multi-Currency Loans or Swing Loans in the affected currency or currencies and for the affected Interest Period or day shall be suspended and (y) in the event of a determination described in the preceding sentence with respect to the Daily Floating One Month Rate, the utilization of the Daily Floating One Month Rate in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction by of the Required LendersLenders or a Swing Lender) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead any Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of a LIBOR Loan Eurocurrency Rate Loans, Same Day Dollar Loans, Tranche B Same Day Multi-Currency Loans or Swing Loans, as applicable, in the affected currency or currencies and for the affected Interest Period or day or, failing that, will be deemed to have submitted converted such request into a request for a U.S. borrowing of Base Rate LoanLoans in the amount specified therein. Notwithstanding the foregoing, a Canadian Base Rate Loan if the Administrative Agent has made the determination described in clause (a) of this Section, the Administrative Agent, in consultation with Visa Inc. 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) of the first sentence of this Section, (2) the Administrative Agent or a German Base Rate Loan, as applicable. If the Required Lenders notify the Administrative Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan and Visa Inc. that (a) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period 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 B/A Equivalent LoanLender or its applicable Lending Installation to make, then 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 Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation authority of such Lender to do any of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until foregoing and provides the Administrative Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanand Visa Inc. written notice thereof.

Inability to Determine Rates. (a) If the Required Lenders notify the Agent determine that for any reason in connection with a any request for a Borrowing of, Eurocurrency Rate Loan or a LIBOR Daily Loan or a conversion to or continuation of, a LIBOR Loan thereof that (a) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank Eurodollar market for the applicable amount and Interest Period of such Eurocurrency Rate Loan or LIBOR Daily Loan, (b) adequate and reasonable means do not exist for determining LIBOR the Eurocurrency Rate for the any requested Interest PeriodPeriod with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or for determining the LIBOR Daily Floating Rate with respect to a proposed LIBOR Daily Loan or in connection with a Base Rate Loan (in each case with respect to clauses (a) or (b), “Impacted Loans”), or (c) LIBOR the Eurocurrency Rate for the any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or in connection with a Eurocurrency Rate Loan or the LIBOR Daily Floating Rate with respect to a proposed LIBOR Daily Loan does not adequately and fairly reflect the cost to such Lenders of funding or maintaining such LIBOR Loan, then the Administrative Agent will promptly so notify the Lead Borrower Verisk and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in the affected currency or currencies and LIBOR Daily Loans shall be suspended (to the extent of the affected Eurocurrency Rate Loans, LIBOR Daily 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 by of the Required Lenders) revokes such notice; provided that any Eurocurrency Rate Loan outstanding prior to the giving of such notice may remain outstanding after the giving of such notice until the end of the then applicable Interest Period with respect thereto (without giving effect to any subsequent continuation or conversion), unless such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans, LIBOR Daily Loans or Base Rate Loans for the remaining duration of such Interest Period. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a Eurocurrency Rate Loans or LIBOR Loan Daily Loans or, failing that, will be deemed to have submitted converted such request into a request for a U.S. Committed Borrowing of Base Rate LoanLoans as to which the interest rate is not determined with reference to the Eurocurrency Rate or the LIBOR Daily Floating Rate in the amount specified therein. (b) Notwithstanding the foregoing, a Canadian Base Rate Loan 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 Borrowers 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 this Section 3.03, (2) the Administrative Agent or a German Base Rate Loan, as applicable. If Required the affected Lenders notify the Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan Borrowers that (a) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period alternative interest rate does not adequately and fairly reflect the cost to such the Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such B/A Equivalent LoanLender or its applicable Lending Office to make, then 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 Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation authority of such Lender to do any of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until foregoing and provides the Administrative Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, and the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime LoanBorrowers written notice thereof.

Inability to Determine Rates. If Subject to Section 1.12, if the Required Lenders notify the Agent reasonably determine in good faith that for any reason in connection with a any request for a Borrowing of, Eurocurrency Rate Loan or a SOFR Loan or a conversion to or continuation of, a LIBOR Loan thereof that (a) Dollar in the case of Eurocurrency Rate Loans, deposits are not being offered to banks in the London interbank Eurodollar eurodollar market for the applicable amount amount, currency and Interest Period of such LIBOR Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for determining LIBOR the Eurocurrency Rate or Adjusted Term SOFR for the any requested Interest PeriodPeriod with respect to a proposed Eurocurrency Rate Loan or SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (c) LIBOR the Eurocurrency Rate or Adjusted Term SOFR for the any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Administrative Agent will promptly so notify the Lead relevant Borrower and each Lender. Thereafter, (i) the obligation of the Lenders to make or maintain LIBOR Eurocurrency Rate Loans 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 by of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Lead Borrower, the Canadian Borrower or the German Lead Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Eurocurrency Rate Loans or SOFR Loans or, failing that, will be deemed to have submitted a converted such request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with into a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks of Base Rate Loans in the Canadian interbank bankers’ acceptances market for amount specified therein, (ii) any outstanding affected Eurocurrency Rate Loans or SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable amount Interest Period and Contract Period (iii) in the case of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any a pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in an Available Currency (other than Dollars), the Borrowers and Lenders may establish a B/A Equivalent Loan ormutually acceptable alternative rate. Upon any such conversion, failing thatthe applicable Borrower shall also pay accrued interest on the amount so converted and all amounts due, will be deemed to have submitted a request for a Canadian Prime Loanif any, in connection with such conversion.

Inability to Determine Rates. If Required Lenders notify the Agent for any reason in connection with a any request for a Borrowing of, LIBOR Rate Loan or a conversion to or continuation of, a LIBOR Loan thereof (a) the Administrative Agent determines that (ai) Dollar deposits are not being offered to banks in the London interbank Eurodollar LIBOR market for the applicable amount and Interest Period of such LIBOR Loan, Rate Loan or (bii) adequate and reasonable means do not exist for determining the LIBOR Base Rate for the requested Interest Period, or (c) LIBOR for the any requested Interest Period with respect to a proposed LIBOR Rate Loan or in connection with an existing or proposed Base Rate Loan or (b) the Required Lenders determine that for any reason the LIBOR Base Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to such the Lenders of funding such LIBOR Loan, then the Administrative Agent will promptly so notify the Lead Borrower and each Lenderall Lenders. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Rate Loans 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 by of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may (1) revoke any pending request for a Borrowing ofBorrowing, conversion to or continuation of a LIBOR Loan orRate Loans (to the extent of the affected LIBOR Rate Loans or Interest Periods) or (2) prepay any affected Loans, failing thatincluding accrued interest. If the Borrower fails to do (1) or (2) above, the Borrower’s request will be deemed to have submitted a request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with converted into a request for a Borrowing ofof Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, or conversion to or continuation of, a B/A Equivalent Loan that if the Administrative Agent has made the determination described in clause (a) bankers’ acceptances are not being offered to banks of this Section, the Administrative Agent, in consultation with the Canadian interbank bankers’ acceptances market Borrower and the affected Lenders, may establish an alternative interest rate for the applicable amount and Contract Period affected Loans, in which case, such alternative rate of such B/A Equivalent Loaninterest shall apply with respect to the affected Loans until (1) the Administrative Agent revokes the notice delivered with respect to the affected Loans under clause (a) of this Section, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c2) the Canadian B/A Rate for Administrative Agent or the requested Contract Period Required Lenders notify the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the affected 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 B/A Equivalent LoanLender or its applicable Lending Office to make, then 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 Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation authority of such Lender to do any of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until foregoing and provides the Administrative Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, and the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanwritten notice thereof.

Inability to Determine Rates. If the Required Lenders notify the Agent determine that for any reason reason (a) If in connection with a any request for a Borrowing of, Fixed LIBOR Rate Loan or a conversion to or continuation of, a LIBOR Loan thereof (i) the Administrative Agent determines that (aaA) Dollar deposits in the applicable currency are not being offered to banks in the London applicable offshore interbank Eurodollar market for the applicable currency, the applicable amount and or the applicable Interest Period of for such Fixed LIBOR Rate Loan, (bbB) adequate and reasonable means do not exist for determining the Fixed LIBOR Base Rate for the any requested Interest PeriodCHAR1\1346423v112 Period with respect to a proposed Fixed LIBOR Rate Loan, or (c) 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 the Fixed LIBOR Rate for the applicable currency for any requested Interest Period with respect to a proposed Fixed LIBOR Rate Loan, or in connection with an existing or proposed Base Rate Loan which is based on the Fixed LIBOR Rate, does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Administrative Agent will promptly so notify the Lead Borrower affected Borrowers and each LenderLenders. Thereafter, (x) the obligation of the Lenders to make or maintain such Fixed LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Fixed LIBOR Rate Loans or Interest Periods) and (y) in the event of a determination described in the preceding sentence with respect to the Fixed LIBOR Rate component of the Base Rate, the utilization of the Fixed LIBOR Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction by of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of a Fixed LIBOR Loan Rate Loans in the affected currency or currencies in respect thereof or, failing that, will be deemed to have submitted a converted such request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with into a request for a Borrowing ofof Base Rate Loans or unaffected Fixed LIBOR Rate Loans, or conversion to or continuation ofas appropriate, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, specified therein. (b) adequate 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 Borrower and reasonable means do not exist for determining the Canadian B/A Rate affected Lenders, may establish an alternative interest rate for the requested Contract PeriodImpacted Loans, or in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (c1) the Canadian B/A Rate for Administrative Agent revokes the requested Contract Period notice delivered with respect to the Impacted Loans under clause (a)(i) of this Section, (2) the Administrative Agent or the affected Lenders notify the Administrative Agent and the Borrowers that such alternative interest rate does not adequately and fairly reflect the cost 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 Lenders alternative rate of funding interest or to determine or charge interest rates based upon such B/A Equivalent Loan, then rate or any Governmental Authority has imposed material restrictions on the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation authority of such Lender to do any of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until foregoing and provides the Administrative Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, and the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime LoanBorrowers written notice thereof.

Inability to Determine Rates. If Required Lenders notify the Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a LIBOR Loan that (a) Dollar If (i) the Required Revolving Lenders or (ii) the Required Term Lenders with respect to any Term Facility determine (A) (x) that deposits in the applicable Agreed Currency are not being offered to banks in the London or other applicable interbank Eurodollar market for the applicable requested amount of Agreed Currency and Interest Period of such LIBOR with respect to a proposed Term SOFR Loan, SOFR Daily Floating Rate Loan, CDOR Rate Loan or Eurocurrency Rate Loan or (by) that for any reason adequate and reasonable means do not exist for determining LIBOR the Term SOFR for the any requested Interest PeriodPeriod with respect to a proposed Term SOFR Loan, SOFR Daily Floating Rate with respect to a proposed SOFR Daily Floating Rate Loan, Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan, CDOR Rate Loan for any requested Interest Period with respect to a proposed CDOR Rate Loan or SONIA Rate with respect to a proposed SONIA Rate Loan (in each case with respect to this subsection (A), “Impacted Loans”), or (cB) LIBOR that the Term SOFR, SOFR Daily Floating Rate, Eurocurrency Rate, CDOR Rate or SONIA Rate for the any requested Interest Period with respect to a proposed Term SOFR Loan, SOFR Daily Floating Rate Loan, Eurocurrency Rate Loan or SONIA Rate Loan, respectively, does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Administrative Agent will promptly so notify the Lead Top Borrower and each LenderLender under the applicable Facility. Thereafter, the obligation of the Lenders to make or maintain LIBOR Term SOFR Loans, SOFR Daily Floating Rate Loans, Eurocurrency Rate Loans, CDOR Rate Loans or SONIA Rate Loans, as applicable, under such Facility shall be suspended until the Administrative Agent (upon the instruction by of the Required LendersRevolving Lenders or the Required Term Lenders with respect to the applicable Facility, as applicable) or the Swing Line Lender, as applicable, revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Term SOFR Loans, SOFR Daily Floating Rate Loans, CDOR Rate Loans or Eurocurrency Rate Loans, as applicable, under such Facility or, failing that, will be deemed to have submitted converted such request into a request for a U.S. Committed Borrowing of Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason Loans in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks Dollars under such Facility in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, specified therein. (b) adequate and reasonable means do not exist for determining Notwithstanding anything to the Canadian B/A Rate for contrary herein or in any other Loan Document: (i) [Reserved]. (ii) Upon (A) the requested Contract Periodoccurrence of a Benchmark Transition Event, or (cB) with respect to Loans denominated in any Agreed Currency, a Benchmark Replacement is determined in accordance with the Canadian B/A Rate definition of “Benchmark Replacement”, the applicable Benchmark Replacement will replace such then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders (and any such objection shall be conclusive and binding absent manifest error). (iii) At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the requested Contract Period does administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrowerbe restored, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian applicable Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by reference to such Benchmark until such Borrower’s receipt of notice from the Administrative Agent that a B/A Equivalent Loan orBenchmark Replacement has replaced such Benchmark, and, failing that, such Borrower will be deemed to have submitted converted any such request into a request for a Canadian Prime Loanborrowing of or conversion to Base Rate Loans. During the period referenced in the foregoing sentence, the component of Base Rate based upon the Benchmark will not be used in any determination of Base Rate. (iv) In connection with the implementation and administration 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. (v) The Administrative Agent will promptly notify Top Borrower and the Lenders of (A) the implementation of any Benchmark Replacement and (B) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent pursuant to this Section 3.03(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 3.03(b). Notwithstanding the foregoing, in connection with the implementation of a Benchmark Replacement and any Benchmark Replacement Conforming Changes, the Administrative Agent shall consider in good faith any reasonable request by the Top Borrower intended to avoid such changes resulting in a deemed exchange of the Loans for United States federal income tax purposes. (vi) At any time (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate (including Term SOFR), then the Administrative Agent may remove any tenor of such Benchmark that is unavailable or non-representative for Benchmark (including Benchmark Replacement) settings and (B) the Administrative Agent may reinstate any such previously removed tenor for Benchmark (including Benchmark Replacement) settings. (c) With respect to the XXXXX Xxxx, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Top Borrower and the Lenders reasonably promptly after such amendment becomes effective. (d) With respect to SOFR or, Term SOFR or SOFR Daily Floating Rate, the Administrative Agent will have the right to make SOFR Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such SOFR Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such SOFR Conforming Changes to the Top Borrower and the Lenders reasonably promptly after such amendment becomes effective.

Inability to Determine Rates. If Required Lenders notify the Agent for any reason in connection with a any request for a Borrowing of, Eurodollar Rate Loan or LIBOR Daily Rate Loan or a conversion to or continuation ofof a Eurodollar Rate Loan, a LIBOR Loan the Lender determines that (a) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such LIBOR Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate or LIBOR Daily Floating Rate (as to a Eurodollar Rate Loan, for the any requested Interest Period) with respect to a proposed Eurodollar Rate Loan or LIBOR Daily Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) LIBOR the Eurodollar Rate for the any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the Lender of funding such Lenders Eurodollar Rate Loan, or (d) the LIBOR Daily Floating Rate with respect to a proposed LIBOR Daily Rate Loan does not adequately and fairly reflect the cost to the Lender of funding such LIBOR Daily Rate Loan, then the Agent Lender will promptly so notify the Lead Borrower and each LenderBorrower. Thereafter, (i) the obligation of the Lenders Lender to make or maintain Eurodollar Rate Loans or LIBOR Daily Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans, LIBOR Daily Rate Loans or Interest Periods, as applicable), 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 Agent (upon instruction by Required Lenders) Lender revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a Eurodollar Rate Loans or LIBOR Loan Daily Rate Loans (to the extent of the affected Eurodollar Rate Loans, LIBOR Daily Rate Loans or Interest Periods, as applicable) or, failing that, will be deemed to have submitted a converted such request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with into a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks of Base Rate Loans in the Canadian interbank bankers’ acceptances market amount specified therein. Notwithstanding the foregoing, in the case of such pending request, the Lender, in consultation with the Borrower, may establish an alternative interest rate for funding Loans in the applicable amount amount, and Contract with respect to Eurodollar Rate Loans with the same Interest Period as the Loan requested to be made, converted or continued, as the case may be in which case, such alternative rate of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost interest shall apply with respect to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime LoanLoans.

Inability to Determine Rates. If Required Lenders notify the Agent for any reason in connection with a any request for a Borrowing of, Eurocurrency Rate Loan or a conversion to or continuation ofthereof, a LIBOR Loan (a)(i) the Administrative Agent determines that deposits (awhether in Dollars or an Alternative Currency) Dollar deposits are not being offered to banks in the London applicable offshore interbank Eurodollar market for such currency for the applicable amount and Interest Period of such LIBOR Eurocurrency Rate Loan, or (bii) adequate and reasonable means do not exist for determining LIBOR the Eurocurrency Rate for the any requested Interest PeriodPeriod with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a) above, “Impacted Loans”), or (cb) LIBOR the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Eurocurrency Rate Loan, then the Administrative Agent will promptly so notify the Lead Borrower and each Lender. ThereafterWithin a reasonable time thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Eurocurrency Rate Loans in 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 (upon the instruction by of the Required Lenders) reasonably believes such circumstances no longer exist and revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have submitted converted such request into a request for a U.S. Committed Borrowing of Base Rate LoanLoans in the amount specified therein. Notwithstanding the foregoing, a Canadian Base Rate Loan or a German Base Rate Loanif the Administrative Agent has made the determination described in this Section, as applicable. If the Administrative Agent, in consultation with the Borrower and the Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this Section, (2) the Required Lenders notify the Administrative Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan and the Borrower that (a) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period 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 B/A Equivalent LoanLender or its applicable Lending Office to make, then 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 Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation authority of such Lender to do any of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until foregoing and provides the Administrative Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, and the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanwritten notice thereof.

Inability to Determine Rates. If Required Lenders notify the Agent for any reason (a) in connection with a any request for a Borrowing of, Eurocurrency Rate Loan or a conversion to or continuation ofthereof, a LIBOR Loan the Administrative Agent determines that (ai) Dollar 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 LIBOR Eurocurrency Rate Loan, or (bii) adequate and reasonable means do not exist for determining LIBOR the Eurocurrency Rate for the any requested Interest PeriodPeriod with respect to a proposed Eurocurrency Rate Loan (whether in Dollars or an Alternative Currency) (any such Eurocurrency Rate Loans, “Impacted Loans”), (b) in connection with an existing or proposed Base Rate Loan, the Administrative Agent determines that adequate and reasonable means do not exist for determining the Eurocurrency Rate component of the Base Rate, or (c) LIBOR the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Eurocurrency Rate Loan, then the Administrative Agent will promptly so notify the Lead Parent Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Eurocurrency Rate Loans shall be suspended to the extent of the affected Eurocurrency Rate Loans or Interest Periods, and (y) in the event of a determination described in the preceding sentence with respect to the 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 by of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Parent Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have submitted converted such request into a request for a U.S. Committed Borrowing of Base Rate LoanLoans in the amount specified therein. Notwithstanding the foregoing, a Canadian Base Rate Loan or a German Base Rate Loanif the Administrative Agent has made the determination described in clause (a) of this section, as applicable. If the Administrative Agent, in consultation with the Parent Borrower 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) of this section, (2) the Required Lenders notify the Administrative Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan and the Parent Borrower that (a) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loanthe Impacted Loans, then in which case the Agent will promptly so notify Administrative Agent, in consultation with the Lead Borrower, the Canadian Parent Borrower and each Lender. Thereafterthe affected Lenders, may establish a different alternative interest rate for the obligation Impacted Loans, or (3) any affected 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 Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until foregoing and provides the Administrative Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, and the Lead Parent Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanwritten notice thereof.

Inability to Determine Rates. (a) If Required Lenders notify the Administrative Agent determines after the Closing Date that for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a LIBOR 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 LIBOR Loan, (b) adequate and reasonable means do not exist for determining LIBOR the applicable Eurocurrency Rate for the requested Interest Period, or (c) LIBOR for the any requested Interest Period with respect to a proposed Eurocurrency Rate Loan in a given Approved Currency, or that the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan in such Approved Currency does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then or that deposits in the applicable Approved Currency are not being offered to banks in the London interbank eurodollar, or other applicable, market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan in the applicable Approved Currency, the Administrative Agent will promptly so notify the Lead Borrower in writing and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in the affected Approved 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. Thereafter, the obligation of the Lenders to make or maintain LIBOR Eurocurrency Rate Loans in the affected Approved Currency shall be suspended until the Administrative Agent (upon the instruction by of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan such Eurocurrency Rate Loans denominated in the affected Approved Currency or, failing that, will be deemed to have submitted a request for a U.S. Base Rate Loanconverted such request, a Canadian Base Rate Loan or a German Base Rate Loanif applicable, as applicable. If Required Lenders notify the Agent for any reason in connection with into a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks of Base Rate Loans in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, specified therein. (b) adequate Solely with respect to the(x) the Incremental B-4 Euro Term Loans and reasonable means do the Incremental B-5 Euro Term Loans denominated in Euros and (y) the Initial B-3 Dollar Terms Loans, Incremental B-4 Dollar Term Loans and Revolving Credit Loans denominated in Dollars, 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 Borrower may amend this Agreement to replace the Eurocurrency Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. New York City time on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Administrative Agent has not exist for determining received, by such time, written notice of objection to such amendment from Lenders comprising the Canadian B/A Required Lenders of each such Class. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders of each such Class have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of the Eurocurrency Rate for or the requested Contract Period, or EURIBO Rate with a Benchmark Replacement pursuant to this Section 3.03(b) will occur prior to the applicable Benchmark Transition Start Date. (c) In connection with the Canadian B/A Rate for implementation of a Benchmark Replacement, the requested Contract Period does not adequately Administrative Agent and fairly reflect the cost Borrower 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 Lenders Benchmark Replacement Conforming Changes will become effective without any further action or consent of funding such B/A Equivalent Loan, then the any other party to this Agreement. (d) The Administrative Agent will promptly so notify the Lead Borrower and the applicable 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 3.03 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 3.03. (e) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or(i) Initial B-3 Dollar Term Loans, Incremental B-4 Dollar Term Loans and Revolving Credit Loans denominated in Dollars in the form of Eurocurrency Rate Loans and (ii) Incremental B-4 Euro Term Loans and Incremental B-5 Euro Term Loans in the form of EURIBO Rate Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have submitted converted any such request into a request for a Canadian Prime LoanBorrowing of or conversion to Base Rate Loans. During any Benchmark Unavailability Period, the component of Base Rate based upon Eurocurrency Rate or EURIBO Rate, as applicable, will not be used in any determination of Base Rate.

Inability to Determine Rates. If Required Lenders notify the Agent for any reason in connection with a any request for a Borrowing of, LIBOREurocurrency Rate Loan or a conversion to or continuation ofthereof, a LIBOR Loan that (a) Administrative Agent determines that (i) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London interbank Eurodollar eurodollar market for the applicable amount and Interest Period of such LIBOR LIBOREurocurrency Rate Loan, or (bii) adequate and reasonable means do not exist for determining LIBOR LIBOREurocurrency Rate for the any requested Interest PeriodPeriod with respect to a proposed LIBOR LoanEurocurrency Rate Loan (whether in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i) above, “Impacted Loans”), or (cb) LIBOR Administrative Agent or the Required Lenders determine that for the any reason LIBOREurocurrency Rate for any requested Interest Period or Daily Floating LIBOR with respect to a proposed LIBOREurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Administrative Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR LIBOREurocurrency Rate Loans shall be suspended (to the extent of the affected LIBOREurocurrency Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to LIBOREurocurrency Rate component of the Base Rate, the utilization of LIBOREurocurrency Rate component in determining the Base Rate shall be suspended, in each case until Administrative Agent upon the Agent (upon instruction by of Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing Loan of, conversion to or continuation of a LIBOR Loan LIBOREurocurrency Rate Loans (to the extent of the affected LIBOREurocurrency Rate Loans or Interest Periods), or, failing that, will be deemed to have submitted converted such request into a request for a U.S. borrowing of Base Rate LoanLoans in the amount specified therein. Notwithstanding the foregoing, a Canadian Base Rate Loan or a German Base Rate Loanif Administrative Agent has made the determination described in clause (a)(i) of this Section, as applicable. If Required Lenders notify Administrative Agent, in consultation with Borrower 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) Administrative Agent for any reason in connection revokes the notice delivered with a request for a Borrowing of, or conversion respect to or continuation of, a B/A Equivalent Loan that the Impacted Loans under clause (a) bankers’ acceptances are not being offered to banks in of the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period first sentence of such B/A Equivalent Loanthis Section, (b2) adequate Administrative Agent or the affected Lenders notify Administrative Agent and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period 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 B/A Equivalent LoanLender or its applicable Lending Office to make, then 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 Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation authority of such Lender to do any of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the foregoing and provides Administrative Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead and Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanwritten notice thereof.

Inability to Determine Rates. (a) If the Required Lenders notify the Agent determine that for any reason in connection with a any request for a Borrowing of, Eurocurrency Rate Loan or a conversion to or continuation of, a LIBOR Loan 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 LIBOR Loan, (bi) adequate and reasonable means do not exist for determining LIBOR the Eurocurrency Rate (including because the Eurocurrency Rate is not available or published on a current basis) for the any requested Interest PeriodPeriod with respect to a proposed Eurocurrency Rate Loan, or (cii) LIBOR the Eurocurrency Rate for the any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Eurocurrency Rate Loan, then the Administrative Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Eurocurrency Rate Loans in the affected currency or currencies shall be suspended and (ii) 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 by of the Required Lenders, who agree to so instruct the Administrative Agent once the circumstances giving rise to the inability ability to determine rates no longer exist) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or a continuation of a LIBOR Loan Eurocurrency Rate Loans or, failing that, will be deemed to have submitted a converted such request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with into a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks of Base Rate Loans in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, specified therein. (b) adequate Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and reasonable means do not exist its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for determining the Canadian B/A Rate such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for the requested Contract Periodall purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, or in connection with any Early Opt-in Election, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders of each Class. (c) Notwithstanding anything to the Canadian B/A Rate for contrary herein or in any other Loan Document and subject to the requested Contract Period does not adequately proviso below in this paragraph, if a Term SOFR Transition Event and fairly reflect its related Benchmark Replacement Date have occurred prior to the cost to such Lenders Reference Time in respect of funding such B/A Equivalent Loanany setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause (c) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion. (d) In connection with the implementation of a Benchmark Replacement (including in connection with any Term SOFR Transition Event), 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 or any other Loan Document. (e) The Administrative Agent will promptly so notify the Lead Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement (including in connection with any Term SOFR Transition Event), (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.03, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.03. (f) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement or Term SOFR Transition Event), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBO Screen Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (g) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Eurocurrency Rate Borrowing of, conversion to or continuation of a B/A Equivalent Loan orEurocurrency Rate Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have submitted converted any such request into a request for a Canadian Prime LoanBorrowing of or conversion to Base Rate Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.

Inability to Determine Rates. If Required Lenders notify the Agent for any reason in connection with a any request for a Borrowing ofEurocurrency Rate Loan, a Same Day Dollar Loan, a Tranche B Same Day Multi-Currency Loan or a Swing Loan or a conversion to or continuation ofthereof, a LIBOR Loan that as applicable, (a) Dollar the Administrative Agent or a Swing Lender, as the case may be, determines that (i) deposits (whether in Dollars or another Agreed Currency) are not being offered to banks in the London applicable offshore interbank Eurodollar market for such currency for the applicable amount and Interest Period or day, as applicable, of such LIBOR Eurocurrency Rate Loan, a Same Day Dollar Loan, a Tranche B Same Day Multi-Currency Loan or Swing Loan, or (bii) adequate and reasonable means do not exist for determining LIBOR any applicable Currency Reference Rate for the requested Interest Period, or (c) LIBOR for the any requested Interest Period or day, as applicable, with respect to a proposed Eurocurrency Rate Loan, Same Day Dollar Loan, Tranche B Same Day Multi-Currency Loan or Swing Loan (whether denominated in Dollars or another Agreed Currency) or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), the “Impacted Loans”) or (b) the Administrative Agent or the Required Lenders determine that for any reason the applicable Currency Reference Rate for any requested Interest Period or day, as applicable, with respect to a proposed Eurocurrency Rate Loan or applicable Swing Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Eurocurrency Rate Loan, then Same Day Dollar Loan, Tranche B Same Day Multi-Currency Loan or Swing Loan, the Administrative Agent will promptly so notify the Lead Borrower Visa Inc. and each applicable Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Eurocurrency Rate Loans, Same Day Dollar Loans, Tranche B Same Day Multi-Currency Loans or Swing Loans in the affected currency or currencies and for the affected Interest Period or day shall be suspended and (y) in the event of a determination described in the preceding sentence with respect to the Daily Floating One Month Rate, the utilization of the Daily Floating One Month Rate in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction by of the Required LendersLenders or a Swing Lender) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead any Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of a LIBOR Loan Eurocurrency Rate Loans, Same Day Dollar Loans, Tranche B Same Day Multi-Currency Loans or Swing Loans, as applicable, in the affected currency or currencies and for the affected Interest Period or day or, failing that, will be deemed to have submitted converted such request into a request for a U.S. borrowing of Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks Loans in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanspecified therein.

Inability to Determine Rates. (a) If Required Lenders notify the Administrative Agent for any reason determines in connection with a any request for a Borrowing of, Eurocurrency Rate Loan or a conversion to or continuation of, a LIBOR Loan thereof that (ai) Dollar deposits in the Applicable Currency are not being offered to banks in the London applicable offshore interbank Eurodollar market for such currency for the applicable amount and Interest Period of such LIBOR Eurocurrency Rate Loan, (bii) adequate and reasonable means do not exist for determining LIBOR the Eurocurrency Base Rate for the requested Interest Periodsuch Eurocurrency Rate Loan, or (ciii) LIBOR the Eurocurrency Rate for the requested Interest Period such Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such the Lenders of funding such LIBOR Eurocurrency Rate Loan, then the Administrative Agent will promptly so notify the Lead Borrower borrower and each Lenderall Lenders. Thereafter, the obligation of the Lenders to make or maintain LIBOR Eurocurrency Rate Loans in the Applicable Currency shall be suspended until the Administrative Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing ofBorrowing, conversion to or continuation of a LIBOR Loan Eurocurrency Rate Loans or, failing that, will be deemed to have submitted a converted such request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with into a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks of Base Rate Loans in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, specified therein. (b) adequate and reasonable means do not exist for determining If any Mandatory Cost Reference Lender’s Commitment shall terminate (otherwise than on termination of the Canadian B/A Rate for the requested Contract PeriodAggregate Revolving Commitments), or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost any reason whatsoever any Mandatory Cost Reference Lender shall cease to be a Lender hereunder, such Lenders of funding such B/A Equivalent LoanMandatory Cost Reference Lender shall thereupon cease to be a Mandatory Cost Reference Lender, then the Agent will promptly so notify the Lead Borrowerand, when necessary, the Canadian Borrower and each Lender. Thereafter, Mandatory Cost Rate shall be determined on the obligation basis of the Applicable rates as notified by the remaining Mandatory Cost Reference Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such noticein accordance with Schedule 1.01. Upon receipt Table of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loan.Contents

Inability to Determine Rates. If the Required Lenders notify the Agent determine that for any reason in connection with a any request for a Borrowing of, Eurocurrency Rate Loan or a conversion to or continuation of, a LIBOR Loan thereof that (a) Dollar deposits in the applicable currency are not being offered to banks in the London applicable offshore interbank Eurodollar market for the applicable currency, the applicable amount and or the applicable Interest Period of for such LIBOR Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for determining LIBOR the Eurocurrency Base Rate for the any requested Interest PeriodPeriod with respect to a proposed Eurocurrency Rate Loan, or (c) LIBOR the Eurocurrency Rate for the applicable currency for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan, or in connection with an existing or proposed Base Rate Loan which is based on the Eurocurrency Rate, does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Administrative Agent will promptly so notify the Lead Borrower affected Borrowers and each LenderLenders. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR such Eurocurrency Rate Loans in the affected currency or currencies shall be suspended and (y) in the event of a determination described in the preceding sentence with respect to the 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 by of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Eurocurrency Rate Loans in the affected currency or currencies in respect thereof or, failing that, will be deemed to have submitted a converted such request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with into a request for a Borrowing ofof Base Rate Loans or conforming Eurocurrency Rate Loans, or conversion to or continuation ofas appropriate, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanspecified therein.

Inability to Determine Rates. (a) If Required Lenders notify the Agent for any reason in connection with a any request for a Borrowing ofEurodollar RateDaily Simple SOFR Loan or a conversion toof Base Rate Loans to Daily Simple SOFR Loans or a continuation thereof, or conversion to or continuation ofof any of such Loans, a LIBOR Loan as applicable, (i) the Lender determines that (aA) Dollar deposits are not being offered to banks in the London applicable offshore interbank Eurodollar market for such currency for the applicable amount and Interest Period of such LIBOR LoanEurodollar 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 (bi) of Section 3.03(b) or the Scheduled Unavailability Date has occurred, or (B) adequate and reasonable means do not otherwise exist for determining LIBOR the Eurodollar RateDaily Simple SOFR for the any requested Interest PeriodPeriod with respect to a proposed Eurodollar RateDaily Simple SOFR Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (i) above, “Impacted Loans”), or (cii) LIBOR the Lender determines that for any reason the Eurodollar Rate for any requested Interest Period Periodthat Daily Simple SOFR with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders the Lender of funding such LIBOR Eurodollar Rate Loan, then the Agent Lender will promptly so notify the Lead Borrower and each LenderCompany. Thereafter, (x) the obligation of the Lenders Lender to make or maintain LIBOR EurodollarDaily Simple SOFR Loans, or to convert Base Rate Loans to Daily Simple SOFR Loans, shall be suspended (to the extent of the affected Eurodollar RateDaily Simple SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar RateDaily Simple SOFR component of the Base Rate, the utilization of the Eurodollar RateDaily Simple SOFR component in determining the Base Rate shall be suspended, in each case until the Agent (upon instruction by Required Lenders) Lender revokes such notice. Upon receipt of such notice, (i) the Lead Borrower, the Canadian Borrower or the German Lead Borrower Company may revoke any pending request for a Borrowing of, or conversion to to, or continuation of a LIBOR Loan Eurodollar RateDaily Simple SOFR Loans (to the extent of the affected Eurodollar RateDaily Simple SOFR Loans or Interest Periods) or, failing that, will be deemed to have submitted converted such request into a request for a U.S. Committed Borrowing of Base Rate LoanLoans in the amount specified therein. Notwithstanding the foregoing, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify if the Agent for any reason Lender has made the determination described in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that clause and (iii) of the first sentence of this clause (a) bankers’ acceptances are not being offered to banks ), the Lender, in consultation with the Canadian interbank bankers’ acceptances market Company, may establish an alternative interest rate for the applicable amount and Contract Period Impacted Loans, in which case, such alternative rate of such B/A Equivalent Loaninterest shall apply with respect to the 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, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c2) the Canadian B/A Rate for Lender notifies the requested Contract Period Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders the Lender of funding the Impacted Loans, or (3) the Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Lender or its applicable Lender’s Office to make, maintain or fund Loans whose interest is determined by reference to such B/A Equivalent Loan, then 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 Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation authority of the Applicable Lenders Lender to make or maintain B/A Equivalent do any of the foregoing and provides the Company written notice thereofany outstanding Daily Simple SOFR Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanbeen converted to Base Rate Loans immediately.

Inability to Determine Rates. If Required Lenders notify the Agent for any reason in connection with a any request for a Borrowing ofTranche A Loan or a Eurocurrency Rate Tranche B Loan, continuation thereof or a conversion to or continuation of, of a LIBOR Eurocurrency Tranche B Loan that (a) Dollar the Administrative Agent determines that deposits (whether in Dollars or in Sterling) are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such LIBOR Loan, (b) adequate and reasonable means do not exist for determining LIBOR for the requested Interest Period, or (c) LIBOR for the requested Interest Period does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan or, failing that, will be deemed to have submitted a request for a U.S. Base Rate Loan, a Canadian Base Rate Tranche A Loan or a German Base Eurocurrency Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Tranche B Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Eurocurrency Rate for the any requested Contract PeriodInterest Period with respect to a proposed Tranche A Loan or a Eurocurrency Rate Tranche B Loan or in connection with an existing or proposed Base Rate Tranche B Loan, or (c) the Canadian B/A Administrative Agent or the Required Lenders determine that, for any reason, the Eurocurrency Rate for the any requested Contract Interest Period with respect to a proposed Tranche A Loan or a Eurocurrency Rate Tranche B Loan does not adequately and fairly reflect the cost to such Lenders of funding such B/Tranche A Equivalent Loan or Eurocurrency Rate Tranche B Loan, then the Administrative Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, (x) the obligation of the Applicable Lenders to make or maintain B/Tranche A Equivalent Loans and Eurocurrency Rate Tranche B Loans in the affected currency or currencies shall be suspended (to the extent of the affected Tranche A Loans or Eurocurrency Rate Tranche B 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 by of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/Tranche A Equivalent Loan Loans or Eurocurrency Rate Tranche B Loans or conversion to Eurocurrency Rate Tranche B Loans, in each case in the affected currency or currencies (to the extent of the affected Tranche A Loans or Eurocurrency Rate Tranche B Loans or Interest Periods), or, failing that, will be deemed to have submitted converted such request in respect of Eurocurrency Rate Tranche B Loans into a request for a Canadian Prime LoanBorrowing of Base Rate Tranche B Loans in the amount specified therein. 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 affected Lenders, may establish an alternative interest rate for any loans subject to clauses (a), (b) or (c) above (any “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) of the first sentence of this section, (2) the Administrative Agent or the affected Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If Required Lenders notify the Agent for any reason in connection with a any request for a Borrowing of, Eurocurrency Rate Loan or a conversion to or continuation ofthereof, a LIBOR Loan that (a) Dollar (i) the Administrative Agent reasonably determines that deposits (whether in Dollars or an Alternate Currency) are not being offered to banks in the London applicable offshore interbank Eurodollar market for such currency for the applicable amount and Interest Period of such LIBOR Eurocurrency Rate Loan, or (bii) adequate and reasonable means do not exist for determining LIBOR the Eurocurrency Rate for the any requested Interest PeriodPeriod with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternate Currency) or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a) above, “Impacted Loans”), or (cb) LIBOR the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Eurocurrency Rate Loan, then the Administrative Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Eurocurrency Rate Loans in the affected currency or currencies 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 by of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have submitted a converted such request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with into a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks of Base Rate Loans in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanspecified therein.

Inability to Determine Rates. (a) If Required Lenders notify the Agent for any reason in connection with a any request for a Borrowing of, Eurocurrency Rate Loan or a conversion to or continuation ofthereof, a LIBOR Loan that (a) Dollar (i) the Administrative Agent reasonably determines that deposits (whether in Dollars or an Alternate Currency) are not being offered to banks in the London applicable offshore interbank Eurodollar market for such currency for the applicable amount and Interest Period of such LIBOR Eurocurrency Rate Loan, or (bii) adequate and reasonable means do not exist for determining LIBOR the Eurocurrency Rate for the any requested Interest PeriodPeriod with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternate Currency) or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause ‎(a) above, “Impacted Loans”), or (cb) LIBOR the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Eurocurrency Rate Loan, then the Administrative Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Eurocurrency Rate Loans in the affected currency or currencies 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 by of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have submitted a converted such request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with into a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks of Base Rate Loans in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, specified therein. (b) adequate Notwithstanding the foregoing, if the Administrative Agent has made the determination described in this section, the Administrative Agent, in consultation with the Borrower and reasonable means do not exist for determining the Canadian B/A Rate Required Lenders, may establish an alternative interest rate for the requested Contract PeriodImpacted Loans (which shall not be less than zero), or in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (c1) the Canadian B/A Rate for Administrative Agent revokes the requested Contract Period 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) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such B/A Equivalent LoanLender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof. (c) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent reasonably determines (which determination shall be made in good faith and conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a simultaneous copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or (iii) syndicated loans currently being executed, or that include language similar to that contained in this ‎Section 3.03, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any 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 Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent a 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 in good faith. 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 Lead Borrower, the Canadian Borrower and each Lender. Thereafter, (x) the obligation of the Applicable Lenders to make or maintain B/A Equivalent Eurocurrency Rate Loans shall be suspended until suspended, (to the Agent extent of the affected Eurocurrency Rate Loans or Interest Periods), and (upon instruction by Required Lendersy) revokes such noticethe Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have submitted converted such request into a request for a Canadian Prime LoanBorrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

Inability to Determine Rates. If Required Lenders notify the Agent for any reason in connection with a any request for a Borrowing of, LIBOR Rate Loan or a conversion to or continuation of, a LIBOR Loan thereof (a) the Administrative Agent determines that (ai) Dollar deposits are not being offered to banks in the London interbank Eurodollar eurodollar market for the applicable amount and Interest Period of such LIBOR Loan, Rate Loan or (bii) adequate and reasonable means do not exist for determining the LIBOR Rate for the any requested Interest PeriodPeriod with respect to a proposed LIBOR Rate Loan or in connection with an existing or proposed Base Rate Loan, or (cb) the Required Lenders determine that for any reason the LIBOR Rate for the any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Rate Loan, then the Administrative Agent will promptly so notify the Lead Borrower Borrowers and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Rate Loans shall be suspended, 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 (to the extent of the affected LIBOR Rate Loans or Interest Periods), in each case until the Administrative Agent (upon the instruction by of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Rate Loans (to the extent of the affected LIBOR Rate Loans or Interest Periods) or, failing that, will be deemed to have submitted a converted such request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with into a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks of Base Rate Loans in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanspecified therein.

Inability to Determine Rates. If Required Lenders notify the Agent for any reason in connection with a any request for a Borrowing ofLIBOR Rate Loan, or conversion to or continuation of, a LIBOR Loan (a) Lender determines that (ai) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such LIBOR Rate Loan, (b) adequate and reasonable means do not exist for determining LIBOR for the requested Interest Period, or (c) LIBOR for the requested Interest Period does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan or, failing that, will be deemed to have submitted a request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (bii) adequate and reasonable means do not exist for determining the Canadian B/A LIBOR Rate for the requested Contract Periodapplicable Interest Period with respect to a proposed LIBOR Rate Loan (in each case with respect to clause (a) above, “Impacted Loans”), or (cb) Lender determines that for any reason the Canadian B/A LIBOR Rate for the requested Contract Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders Lender of funding such B/A Equivalent LIBOR Rate Loan, then the Agent Lender will promptly so notify the Lead Borrower, the Canadian Borrower and each LenderBorrowers. Thereafter, the obligation of the Applicable Lenders Lender to make or maintain B/A Equivalent LIBOR Rate Loans shall be suspended (to the extent of the affected LIBOR Rate Loans) until the Agent (upon instruction by Required Lenders) Lender revokes such notice. Upon receipt Notwithstanding the foregoing, if Lender has made the determination described in clause (a) of the first sentence of this Section, Lender, in consultation with the Borrowers, may establish an alternative interest rate for the Impacted Loans, in which case, such noticealternative rate of interest shall apply with respect to the Impacted Loans until (1) Lender revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this Section, (2) Lender notifies the Lead Borrower Borrowers that such alternative interest rate does not adequately and fairly reflect the cost to Lender of funding the Impacted Loans, or (3) Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for Lender to make, maintain or fund Revolving 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 Canadian Borrower may revoke authority of Lender to do any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanthe foregoing and provides Borrowers written notice thereof.

Inability to Determine Rates. If Required Lenders notify the Agent for any reason in connection with a any request for a Borrowing of, Eurodollar Rate Loan or a conversion to or continuation ofthereof, a LIBOR Loan (i) the Administrative Agent determines that (aA) Dollar deposits are not being offered to banks in the London interbank Eurodollar eurodollar market for the applicable amount and Interest Period of such LIBOR Eurodollar Rate Loan, or (bB) (1) adequate and reasonable means do not exist for CHAR1\1710066v1CHAR1\0000000x0 determining LIBOR the Eurodollar Rate for the any requested Interest PeriodPeriod 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 3.07(a) do not apply (in each case with respect to clause (i), “Impacted Loans”), or (cii) LIBOR the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Eurodollar Rate Loan, then the Administrative Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction by of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have submitted a converted such request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with into a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks of Base Rate Loans in the Canadian interbank bankers’ acceptances market amount specified therein. 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 Borrower and the affected Lenders, may establish an alternative interest rate for the applicable amount and Contract Period Impacted Loans, in which case, such alternative rate of such B/A Equivalent Loaninterest 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, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c2) the Canadian B/A Rate for Administrative Agent or the requested Contract Period Required Lenders notify 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 B/A Equivalent LoanLender or its applicable Lending Office to make, then 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 Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation authority of such Lender to do any of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until foregoing and provides the Administrative Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, and the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanwritten notice thereof.

Inability to Determine Rates. If the Required Revolving Credit Lenders notify (in the Agent case of the Revolving Credit Facility) or the Required Term Lenders (in the case of the Term Loan Facility) determine that for any reason in connection with a any request for a Borrowing of, Eurocurrency Rate Loan or a conversion to or continuation of, a LIBOR Loan thereof that (a) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank Eurodollar market for such currency for the applicable amount and Interest Period of such LIBOR Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for determining LIBOR the Eurocurrency Rate for the any requested Interest PeriodPeriod with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan, or (c) LIBOR the Eurocurrency Rate for the any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Eurocurrency Rate Loan, then the Administrative Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Eurocurrency Rate Loans in the affected currency or currencies shall be suspended suspended, and (y) in the event of a determination described in the preceding sentence with respect to the 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 by of the Required LendersRevolving Credit Lenders (in the case of the Revolving Credit Facility) or the Required Term Lenders (in the case of the Term Loan Facility)) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Eurocurrency Rate Loans in the affected currency or currencies under the appropriate Facility or, failing that, will be deemed to have submitted converted such request into a request for a U.S. Committed Borrowing of Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks Loans in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loanspecified therein.

Inability to Determine Rates. (a) If the Required Lenders notify the Agent determine in good faith that for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a LIBOR 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 LIBOR Loan, (b) adequate and reasonable means do not exist for determining LIBOR the applicable Eurocurrency Rate for the requested Interest Period, or (c) LIBOR for the any requested Interest Period with respect to a proposed Eurocurrency Rate Loan in a given Approved Currency, or that the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan in such Approved Currency does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then or that deposits in the applicable Approved Currency in which such proposed Eurocurrency Rate Loan is to be denominated are not being offered to banks in the applicable offshore interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan in the applicable Approved Currency, the Administrative Agent will promptly so notify the Lead applicable Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Eurocurrency Rate Loans in the affected Approved Currency shall be suspended until the Administrative Agent (upon the instruction by of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan Eurocurrency Rate Loans denominated in the affected Approved Currency or, failing that, will be deemed to have submitted a request for a U.S. Base Rate Loanconverted such request, a Canadian Base Rate Loan or a German Base Rate Loanif applicable, as applicable. If Required Lenders notify the Agent for any reason in connection with into a request for a Borrowing ofof Base Rate Loan in the amount specified therein. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if (x) the Administrative Agent determines (which determination shall be conclusive absent manifest error), or conversion to (y) the Company or continuation ofRequired Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a B/A Equivalent Loan copy to the Company) that the Company or Required Lenders (aas applicable) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loanhave determined, that: (bi) 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 Canadian B/A Rate for interest rate of loans (such specific date, the requested Contract Period“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 (cas applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Canadian B/A 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 as mutually agreed by the Administrative Agent and the Company (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate for Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. New York City time on the requested Contract Period does not adequately fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and fairly reflect the cost Company unless, prior to such time, Lenders of funding comprising the Required Lenders have delivered to the Administrative Agent written notice that such B/A Equivalent LoanRequired Lenders do not accept such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with prevailing market practice; provided that to the extent the Administrative Agent is unable to reasonably administer such rate, then such LIBOR Successor Rate shall be applied in a manner consistent with alternative practices as reasonably determined by the Administrative Agent acting in good faith. 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 Lead Borrower, the Canadian Borrower Company and each Lender. Thereafter, (x) the obligation of the Applicable Lenders to make or maintain B/A Equivalent Eurocurrency Rate Loans shall be suspended until suspended, (to the Agent extent of the affected Eurodollar Rate Loans or Interest Periods), and (upon instruction by Required Lendersy) revokes such noticethe Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Lead Borrower or the Canadian applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have submitted converted such request into a request for a Canadian Prime LoanBorrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero0.25% for purposes of this Agreement.