Common use of Interest Rate Determination Clause in Contracts

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii) or (iii). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative --------------------------- Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.06(a)(i) or (iiiii). (b) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Eurocurrency Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon whereupon, (i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,0005,000,000 (or its equivalent in any Alternative Currency), such Revolving Advances shall automatically Convert into Base Rate Advances at the end of the applicable Interest Period for such Revolving Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.06(a)(i) or (iiiii). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,0005,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Borrowers and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.08(a)(i) or (iiiii). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent at least one Business Day before the date of any proposed Eurodollar Rate Advance that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Borrowers and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower Borrowers and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Administrative Agent will forthwith so notify the such Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,0005,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a7.01(a), (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i2.08(a)(i), (ii) or (iii). (b) . If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) . On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) . Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Borrowers and the Term Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii) or (iii2.08(a). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent at least one Business Day before the date of any proposed Eurodollar Rate Advance that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Eurodollar Rate Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Borrowers and the Term Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Term Lenders to make, or to Convert Revolving Base Rate Advances or Letter of Credit Advances into, into Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower Borrowers and the Term Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances[Reserved]. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,0005,000,000, such Revolving Eurodollar Rate Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, at the option of the Agent or on the request of the Required Lenders (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Term Lenders to make, or to Convert Revolving Advances into, any outstanding portion of the Term LoanLoans into Eurodollar Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.07(a)(i) or (iiiii). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,0005,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.06(a)(i) or (iiiii). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (New York time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (iiB) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended. (f) If the rates calculated by the Intercontinental Exchange Benchmark Administration Ltd (ICE) (or the successor thereto if the ICE Benchmark Administration is no longer making such a rate available) appearing on the Reuters LIBOR01 page of the Intercontinental Exchange Benchmark Administration Ltd (ICE) (or on any successor or substitute page of such service) are unavailable: (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) with respect to each Eurodollar Rate Advance, each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Borrowers and the Term Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii) or (iii2.08(b). (b) If, with respect to any Eurodollar Rate Advances, the Required Term Lenders notify the Administrative Agent at least one Business Day before the date of any proposed Eurodollar Rate Advance that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Eurodollar Rate Advances will not adequately reflect the cost to such Required Term Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Borrowers and the Term Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Term Lenders to make, or to Convert Revolving Base Rate Advances or Letter of Credit Advances into, into Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower Borrowers and the Term Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the such Borrower and the Term Lenders and such Revolving Advances or Letter of Credit Eurodollar Rate Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,0005,000,000, such Revolving Eurodollar Rate Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, at the option of the Agent or on the request of the Required Term Lenders (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Term Lenders to make, or to Convert Revolving Advances into, any outstanding portion of the Term Loan into Eurodollar Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice (i) to the Borrower Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), 2.08(a)(i) and (ii) or (iiito the Company, the Swing Line Banks and the Swing Line Agent of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(ii). (b) If, with respect to any Eurodollar Alternative Currency Daily Rate Advances or Term Rate Advances, the Required Majority Lenders notify the Administrative Agent that (i) with respect to Advances denominated in Euros or Yen, they are unable to obtain matching deposits in the Eurodollar applicable interbank market at or about the applicable time on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Revolving Credit Advances as part of such Borrowing during its Interest Period or (ii) the applicable Term Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Majority Lenders of making, funding or maintaining their respective Eurodollar Term Rate Advances for such Interest Period, or the Alternative Currency Daily Rate for the applicable interest payment period will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Alternative Currency Daily Rate Advances, the Administrative Agent shall forthwith so notify the each Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallysuch Borrower will, on the last day of the then existing Interest Period therefortherefor (in the case of Term Rate Advances) or on the next applicable Interest Payment Date (in the case of Alternative Currency Daily Rate Advances), (1) if such Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate AdvanceAdvances and (2) if such Advances are denominated in any Alternative Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances, and (iiB) the obligation of the Lenders to make, make Term Rate Advances in the same currency as such Term Rate Advances or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar make Alternative Currency Daily Rate Advances (if applicable) shall be suspended until the Administrative Agent shall notify the each Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower any Borrower, in requesting a Revolving Credit Borrowing comprised of Term Rate Advances, shall fail to select the duration of any the Interest Period for any Eurodollar such Term Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the such Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will (to the extent such Term Rate Advances remain outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (i) if such Term Rate Advances are denominated in Dollars, Convert into Base Rate Advances. If no Advances and (ii) if such Term Rate Advances are outstanding at the time denominated in any Alternative Currency, be exchanged into an Equivalent amount of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances Dollars and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Converted into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurodollar Term Rate Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, Convert (A) if such Term Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (B) if such Term Rate Advance is denominated in any Alternative Currency, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, (ii) each Alternative Currency Daily Rate Advance will automatically, on the next Interest Payment Date applicable thereto, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (iii) the obligation of the Lenders to make, make Term Rate Advances or to Convert Revolving Advances into, Eurodollar Alternative Currency Daily Rate Advances shall be suspended. (e) If the applicable Bloomberg screen or Reuters screen, as applicable, is unavailable, (i) the Administrative Agent shall forthwith notify the relevant Borrower and the Lenders that the interest rate cannot be determined for such Term Rate Advances or Alternative Currency Daily Rate Advances, as applicable, (ii) (x) with respect to Term Rate Advances, each such Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance and (B) if such Term Rate Advance is denominated in any Alternative Currency, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (y) with respect to Alternative Currency Daily Rate Advances, each such Advance will (to the extent such Alternative Currency Daily Rate Advance remains outstanding on such day) automatically, on the next Interest Payment Date applicable thereto, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (iii) the obligation of the Lenders to make Term Rate Advances and Alternative Currency Daily Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.06(a)(i) or (iii2.06(a)(ii). (b) If, with respect to any Eurodollar Eurocurrency Rate Advances, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period or (ii) the Required Lenders notify the Administrative Agent that (x) they are unable to obtain matching deposits in the Eurodollar London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (y) the Eurocurrency Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately and fairly reflect the cost to such the Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Borrower will, on the last day of the then existing Interest Period therefor, either, (w) prepay such Advances or (x) Convert such Advances into a Base Rate Advance, Advances and (iiB) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended suspended, until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Eurocurrency Rate Advances made to the Borrower in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Eurocurrency Rate Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert be Converted into a Base Rate Advance (unless the Required Lenders otherwise consent) and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii) or (iii)2.07. (b) If, due to a major disruption in the interbank funding market with respect to any Eurodollar Term SOFR Advances or Eurocurrency Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate Adjusted Term SOFR or the EURIBO Rate, as applicable, for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Term SOFR Advances or Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Borrowers and the Lenders, whereupon (i) each Eurodollar Rate Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, (ii) each Eurocurrency Rate Advance shall be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (iiiii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Term SOFR Advances or Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower Company shall fail to select the duration of any Interest Period for any Eurodollar Term SOFR Advances or Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower Company and the Lenders and such Revolving Advances or Letter of Credit Advances the Company will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect be deemed to Eurodollar Rate Advances and the Borrower shall fail to select have selected an Interest Period for such Advances, such Advances shall be made as Base Rate Advancesof one month. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Term SOFR Advances or Eurocurrency Rate Advances comprising constituting any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000the Borrowing Minimum, such Revolving Advances shall automatically (i) if such Advances are Term SOFR Advances, Convert into Base Rate Advances and (ii) if such Advances are Eurocurrency Rate Advances, be exchanged for an Equivalent amount of Dollars and Converted into Base Rate Advances. (e) Upon the occurrence and during the continuance of any If an Event of Default under Section 6.01(a)has occurred and is continuing and the Agent, at the request of the Required Lenders, so notifies the Company, then, so long as an Event of Default is continuing, (i) each Eurodollar Term SOFR Advance and each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period thereforshall automatically (A) if such Advance is a Term SOFR Advance, Convert into a Base Rate Advance and (B) if such Advance is a Eurocurrency Rate Advance, be exchanged for an Equivalent amount of Dollars and Converted into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Term SOFR Advances or Eurocurrency Rate Advances shall be suspended. (f) If Term SOFR cannot be determined in accordance with the definition thereof, or if the EURIBO Rate does not appear Bloomberg, Txxxxxxx Reuters or on another nationally recognized service selected by the Agent, (i) the Agent shall forthwith notify the Company and the Lenders that the interest rate cannot be determined for the applicable Advances, (ii) each such affected Advance will automatically, on the last day of the then existing Interest Period therefor (A) if such Advance is a Term SOFR Advance, Convert into a Base Rate Advance and (B) if such Advance is a Eurocurrency Rate Advance, be prepaid by the applicable Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make, or Convert Advances into, Term SOFR Advances or Eurocurrency Rate Advances, as applicable, shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Agent and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i2.08(a)(i), (ii) or (iii). (b) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Eurocurrency Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Agent and the Lenders, whereupon (i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Base Rate Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower Agent and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower Borrowers shall fail to select the duration of any Interest Period for any Eurodollar Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower Agent and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period thereforfor such Eurocurrency Rate Advance, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,0005,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the applicable Borrower and the Lenders Banks of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.07(a) or (iii)b) hereof. (b) If, with respect to any Eurodollar Rate Advances, (i) the Required Lenders Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant interbank market, adequate means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (ii) the Majority Banks notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders Majority Banks of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Borrowers and the LendersBanks, whereupon whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and and (ii) the obligation of the Lenders Banks to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower Borrowers and the Lenders Banks that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the applicable Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the such Borrower and the Lenders Banks, and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising constituting any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,0001,000,000, such Revolving Advances shall shall, if they are Eurodollar Rate Advances, automatically Convert into Base Rate Advances. (e) Upon , and on and after such date the occurrence and during right of the continuance of any Event of Default under Section 6.01(a), (i) each applicable Borrower to Convert such Advances into Eurodollar Rate Advances shall terminate; provided, however, that if and so long as each such Advance will automatically, on the last day shall be of the then existing same Type and have the same Interest Period thereforas Advances constituting another Borrowing or other Borrowings made to such Borrower, Convert into a Base Rate Advance and (ii) the obligation aggregate unpaid principal amount of all such Advances shall equal or exceed $1,000,000, such Borrower shall have the Lenders right to makecontinue all such Advances as, or to Convert Revolving all such Advances into, Eurodollar Rate Advances shall be suspendedof such Type having such Interest Period.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.06(a) or (iiib). (b) If, with respect to any Eurodollar Rate Advances, the Required Majority Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,00020,000,000, such Revolving Advances shall shall, if they are Advances of a Type other than Base Rate Advances, automatically Convert into Base Rate Advances, and on and after such date the right of the Borrower to Convert such Advances into Advances of a Type other than Base Rate Advances shall terminate; provided, however, that if and so long as each such Advance shall be of the same Type and have the same Interest Period as Advances comprising another Borrowing or other Borrowings, and the aggregate unpaid principal amount of all such Advances shall equal or exceed $20,000,000, the Borrower shall have the right to continue all such Advances as, or to Convert all such Advances into, Advances of such Type having such Interest Period. (e) Upon the occurrence and during the continuance of any If an Event of Default under Section 6.01(a)has occurred and is continuing, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the applicable Lenders of the applicable interest rate rates determined by the Administrative Agent for purposes of each clause of Section 2.10(a)(i), (ii) or (iii2.07(a). (b) If, with respect to any Eurodollar Rate AdvancesLoans, Lenders owed at least 50% of the Required Lenders then aggregate principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the applicable Lenders, whereupon (i) each Eurodollar Rate Advance Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate AdvanceLoan, and (ii) the obligation of the applicable Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances Loans into, Eurodollar Rate Advances Loans shall be suspended until the Administrative Agent shall notify the Borrower and the such Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances Loans in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Revolving Lenders and such Revolving Advances or Letter of Credit Advances Loans will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate AdvancesLoans. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances Loans comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Advances Loans shall automatically Convert into Base Rate AdvancesLoans. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)) or, in the case of and with respect to Revolving Loans, any Borrowing Base Deficiency, (i) each applicable Eurodollar Rate Advance Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance Loan and (ii) the obligation of the applicable Lenders to make, or to Convert Revolving Advances Loans into, Eurodollar Rate Advances Loans shall be suspended. (f) If Xxxxxx Screen LIBOR01 is unavailable for determining the Eurodollar Rate for any Eurodollar Rate Loans, (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Loans, (ii) with respect to Eurodollar Rate Loans, each such Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan (or if such Revolving Loan is then a Base Rate Loan, will continue as a Base Rate Loan), and (iii) the obligation of the Lenders to make Eurodollar Rate Loans or to Convert Base Rate Loans into Eurodollar Rate Loans shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (g) [Reserved]. (h) [Reserved]. (i) Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non- usurious interest permitted by applicable law (the “Maximum Rate”). If the Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the applicable Loans or, if it exceeds such unpaid principal, refunded to the Borrower, as applicable. In determining whether the interest contracted for, charged, or received by the Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i2.09(a)(i), (ii) or (iii). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders Banks of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.05(a) or (iii)b) hereof. (b) If, with respect to any Eurodollar Rate Advances, (i) the Required Lenders Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant interbank market, adequate means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (ii) the Majority Banks notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders Majority Banks of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the LendersBanks, whereupon whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and and (ii) the obligation of the Lenders Banks to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders Banks that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders Banks, and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising constituting any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,0001,000,000, such Revolving Advances shall shall, if they are Eurodollar Rate Advances, automatically Convert into Base Rate Advances. (e) Upon , and on and after such date the occurrence and during right of the continuance of any Event of Default under Section 6.01(a), (i) each Borrower to Convert such Advances into Eurodollar Rate Advances shall terminate; provided, however, that if and so long as each such Advance will automatically, on the last day shall be of the then existing same Type and have the same Interest Period thereforas Advances constituting another Borrowing or other Borrowings, Convert into a Base Rate Advance and (ii) the obligation aggregate unpaid principal amount of all such Advances shall equal or exceed $1,000,000, the Lenders Borrower shall have the right to makecontinue all such Advances as, or to Convert Revolving all such Advances into, Eurodollar Rate Advances shall be suspendedof such Type having such Interest Period.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Borrowers and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (iiSections 2.08(a) or (iiiand 2.08(b). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent at least one Business Day before the date of any proposed Eurodollar Rate Advance that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Borrowers and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower Borrowers and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the such Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,0005,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, at the option of the Agent or on the request of the Required Lenders (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.08(a) or (iiib), and, if applicable, the rate for the purpose of determining the applicable interest rate under Section 2.08(c). (b) If, with respect to any Eurodollar Rate Advances, (i) the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (ii) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Rate, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (iiB) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.07(a)(i) or (iiiii). (b) If, with respect to any Eurodollar SOFR Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate Adjusted Term SOFR for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar SOFR Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automaticallythe Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar SOFR Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar SOFR Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar SOFR Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000the Borrowing Minimum, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurodollar SOFR Rate Advance will automatically, on the last day of the then existing Interest Period therefor be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, SOFR Rate Advances shall be suspended. (f) If neither the applicable screen nor another commercially available source providing quotations of Term SOFR as designated by the Agent from time to time is available and a Benchmark Replacement has not been effected, (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such SOFR Rate Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (iior if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make, make SOFR Rate Advances or to Convert Revolving Advances into, Eurodollar into SOFR Rate Advances shall be suspendedsuspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii) or (iii). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify Lender notifies the Administrative Agent Borrower that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders the Lender of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders Lender to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent Lender shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (cb) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances or Adjusted CD Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert be Converted into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (dc) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing or Adjusted CD Rate Advances shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances. (ed) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurodollar Rate Advance and each Adjusted CD Rate Advance will automatically, on the last day of the then existing Interest Period therefor, therefor Convert into a Base Rate Advance and (ii) the obligation of the Lenders Lender to make, or to Convert Revolving Advances into, Eurodollar Rate Advances or Adjusted CD Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.06(a)(i) or (iiiii). (b) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Eurocurrency Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon whereupon, (i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,0005,000,000 (or its equivalent in any Alternative Currency), such Revolving Advances shall automatically Convert into Base Rate Advances at the end of the applicable Interest Period for such Revolving Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended.

Interest Rate Determination. Subject to clause (ae) The below, if the Screen RateAdjusted Term SOFR is unavailable and the Administrative Agent is unable to determine the EurodollarTerm SOFR Reference Rate for any Eurodollar RateAdjusted Term SOFR Advances, as provided in the definition of Eurodollar Rate hereinAdjusted Term SOFR (including because the Term SOFR Reference Rate is not available or published on a current basis), (i) the Administrative Agent shall give prompt notice to forthwith notify the Borrower and the Lenders of that the applicable interest rate cannot be determined by the Administrative Agent for purposes of Section 2.10(a)(i), such Eurodollar RateAdjusted Term SOFR Advances, (ii) or (iii). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for each such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, and will continue as a Base Rate Advance), (iiiii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate RateAdjusted Term SOFR Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued.and (civ) If the Borrower shall fail to select the duration of may revoke any Interest Period pending request for any a Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwiseRatean Adjusted Term SOFR Advance, to less than $10,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into convert a Base Rate Advance and (ii) the obligation of the Lenders to make, a Eurodollar Ratean Adjusted Term SOFR Advance or to Convert Revolving Advances intocontinue a Eurodollar Ratean Adjusted Term SOFR Advance, Eurodollar provided that if the Borrower does not revoke any such request, the Borrower will be deemed to have requested a Base Rate Advances shall be suspendedAdvance.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.07(a)(i) or (iiiii). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders owed at least 51% of the aggregate principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the that such Lenders have determined that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select Borrowing having an Interest Period for such Advances, such Advances shall be made as Base Rate Advancesof one month. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,0001,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended. (f) If the Screen Rate is unavailable for determining the Eurodollar Rate for any Eurodollar Rate Advances, (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (g) Notwithstanding anything to the contrary in this Agreement, if the Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (i) 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 Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Agent, that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 2.08(g), 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 Agent or receipt by the Agent of such notice, as applicable, the Agent and the Borrower may amend this Agreement solely for the purpose of replacing LIBOR in accordance with this Section 2.08(g) with (x) one or more SOFR-Based Rates or (y) another alternate benchmark rate giving due consideration to any evolving or then existing convention for similar Dollar denominated syndicated credit facilities for such alternative benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar Dollar denominated syndicated credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Agent from time to time in its reasonable discretion and may be periodically updated (the “Adjustment;” and any such proposed rate, a “LIBOR Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the 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 Agent written notice that such Required Lenders (A) in the case of an amendment to replace LIBOR with a rate described in clause (x), object to the Adjustment; or (B) in the case of an amendment to replace LIBOR with a rate described in clause (y), object to such amendment; provided that for the avoidance of doubt, in the case of clause (A), the Required Lenders shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Agent. 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 Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Advances shall be suspended (to the extent of the affected Eurodollar Rate Advances or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Advances (to the extent of the affected Eurodollar Rate Advances or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Advances (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. In connection with the implementation of a LIBOR Successor Rate, the Agent will have the right to make LIBOR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Agent shall post each such amendment implementing such LIBOR Successor Rate Conforming Changes to the Lenders reasonably promptly after such amendment becomes effective.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Company and the Lenders Banks of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii) or (iii3.06(b). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders Majority Banks notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders Majority Banks of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Company and the LendersBanks, whereupon (i) each such Eurodollar Rate Advance Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate AdvanceAdvances, and (ii) the obligation of the Lenders Banks to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower Company and the Lenders Banks that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower Company shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower Company and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances Banks and the Borrower shall fail Company will be deemed to select have selected an Interest Period for such Advances, such Advances shall be made as Base Rate Advancesof one month. (d) On the date on which If the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Advances shall automatically Convert into Base Rate AdvancesAdvances on the last day of the Interest Period applicable thereto. (e) Upon If the occurrence and during the continuance of Eurodollar Rate does not appear on Reuters Page LIBOR01 (or any Event of Default under Section 6.01(asuccessor page), , (i) each the Administrative Agent shall forthwith notify the Company and the Banks that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Banks to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Com­pany and the Banks that the circumstances causing such suspension no longer exist. (f) Notwithstanding any contrary provision of this Agreement, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Majority Banks, so notifies the Company, then, so long as such Event of Default is continuing (i) unless repaid, each Eurodollar Rate Advance will automatically, on the final day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or Banks to Convert Revolving Base Rate Advances into, into Eurodollar Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii) or (iii2.08(a). (b) If, with respect to any Eurodollar BA Rate Advances or LIBOR Rate Advances, the Required Lenders notify the Administrative Agent at least one Business Day before the date of any proposed BA Rate Advance or LIBOR Rate Advance, as applicable, that the Eurodollar BA Rate or LIBOR Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar BA Rate Advances or LIBOR Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar BA Rate Advance and LIBOR Rate Advance, as applicable, will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance or Prime Rate Advance, as applicable, and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar BA Rate Advances or LIBOR Rate Advances, as applicable, shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar BA Rate Advances or LIBOR Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar or Prime Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advancesapplicable. (d) On the date on which the aggregate unpaid principal amount of Eurodollar BA Rate Advances or LIBOR Rate Advances, as applicable, comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than CAN$1,000,000 (or $10,000,0001,000,000, as applicable), such Revolving Advances shall on the last day of the applicable Interest Period automatically Convert into Base Rate Advances or Prime Rate Advances, as applicable. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, at the option of the Agent or on the request of the Required Lenders (i) each Eurodollar BA Rate Advance and LIBOR Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance or Prime Rate Advance, as applicable, and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar BA Rate Advances or LIBOR Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.07(a)(i) or (iiiii). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (iiB) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000the Borrowing Minimum, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended. (f) If neither the applicable Bloomberg screen nor another commercially available source providing quotations of the ICE Benchmark Administration Limited LIBOR Rate as designated by the Agent from time to time is available and a Benchmark Replacement has not been effected, (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (iior if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make, make Eurodollar Rate Advances or to Convert Revolving Advances into, into Eurodollar Rate Advances shall be suspendedsuspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.07(a)(i) or (iiiii). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,00025.0 million, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)and the election of the Required Lenders, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended. (f) If the applicable Bloomberg screen (or other commercially available source providing such quotations as designated by the Administrative Agent from time to time) is unavailable, (i) the Administrative Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) with respect to Eurodollar Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. Notwithstanding the foregoing or any provision of this Agreement to the contrary, (i) if the Administrative Agent has reasonably determined that the circumstances described in clause (f) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances contemplated by clause (f) above have not arisen but the supervisor for the administrator of such rate or a governmental authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which such rate shall no longer be used for determining interest rates for loans, then after such determination, the Administrative Agent and the Borrower may amend this Agreement to replace the Eurodollar Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that has been broadly accepted by the syndicated loan market in the United States in lieu of the Eurodollar Rate at such time (any such proposed rate, a “Eurodollar Successor Rate”), and may enter into an amendment to this Agreement to reflect such Eurodollar Successor Rate and such other Eurodollar Successor Rate Conforming Changes. Notwithstanding anything to the contrary in this Agreement, any such amendment shall become effective at 5:00 P.M. (New York City time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent notice that such Required Lenders do not accept such amendment. If no Eurodollar Successor Rate has been determined and the circumstances under clause (f) above exist, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Advances shall be suspended (to the extent of the affected Eurodollar Advances or Interest Periods). Upon receipt of such notice, the Borrower may revoke any pending request for a Eurodollar Advance of, conversion to or continuation of Eurodollar Advances or, failing that, will be deemed to have converted such request into a request for a Base Rate Advance in the amount specified therein.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.06(a)(i) or (iiia)(ii). Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the Eurodollar London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Company and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallyBorrower will, on the last day of the then existing Interest Period therefortherefor (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (ii2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist. This Section shall ; provided that, if the circumstances set forth in clause (ii) above are applicable, the applicable Borrower may elect, by notice to the Agent and the Lenders, to continue such Advances in such Committed Currency for Interest Periods of not apply to Swingline Loanslonger than one month, which may Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Agent and the Company as soon as practicable (but in any event not be converted or continuedlater than ten Business Days after the first day of such Interest Period). (c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Eurocurrency Rate Advances made to it in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the such Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefortherefor (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances. If no Advances and (ii) if such Eurocurrency Rate Advances are outstanding at denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Converted into Base Rate Advances; provided, that the time of delivery of a applicable Borrower may direct the Agent in the applicable Notice of Borrowing with respect to Eurodollar continue Eurocurrency Rate Advances and as successive Interest Periods of the same duration until such Borrower shall fail give the Agent written notice at least five Business Days prior to select the end of an Interest Period for in the form of Exhibit B-2 that, as of the end of such AdvancesInterest Period, such the applicable Eurocurrency Rate Advances shall be made as Convert into Base Rate AdvancesAdvances or shall be continued as Eurocurrency Rate Advances having an Interest Period as so notified. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000the Borrowing Minimum, such Revolving Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Converted into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into a Base Rate Advance Advances and (B) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended. (f) If the applicable Bloomberg screen is unavailable for determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Agent shall forthwith notify the Company and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) with respect to Eurocurrency Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be prepaid by the applicable Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or to Convert Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Borrowers and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.07(a)(i) or (iii2.07(a)(ii). (b) If, with respect to any Eurodollar Eurocurrency Rate Advances, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means (including, without limitation, by means of an Interpolated Rate) do not exist for ascertaining the Eurocurrency Rate for such Interest Period or (ii) the Required Lenders notify the Administrative Agent that (x) they are unable to obtain matching deposits in the Eurodollar London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before (or in the case of Borrowings in Sterling, on the Business Day of) the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (y) the Eurocurrency Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately and fairly reflect the cost to such the Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the applicable Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallysuch Borrower will, on the last day of the then existing Interest Period therefor, either, in the case of Dollar denominated Advances, (w) prepay such Advances or (x) Convert such Advances into a Base Rate AdvanceAdvances or, in the case of Alternative Currency denominated Advances, (y) prepay such Advances or (z) consent to the maintenance of such Advances at a rate for short term borrowings of the Alternative Currency determined in a customary manner in good faith by the Administrative Agent and (iiB) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Dollar denominated Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended suspended, and any applicable Alternative Currency denominated Advances shall be made and maintained at a rate for short term borrowings of Alternative Currency determined in a customary manner in good faith by the Administrative Agent, until the Administrative Agent shall notify the Borrower Borrowers and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the a Borrower shall fail to select the duration of any Interest Period for any Eurodollar Eurocurrency Rate Advances made to such Borrower in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the such Borrower and the Lenders and such Revolving Advances or Letter of Credit Eurocurrency Rate Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at , or in the time case of delivery of a Notice of Borrowing with respect to Eurodollar Eurocurrency Rate Advances and the Borrower shall fail denominated in an Alternative Currency, automatically Convert to select a new Eurocurrency Rate Advance with an Interest Period for such Advances, such Advances shall be made as Base Rate Advancesof one month’s duration. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances[reserved]. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurodollar Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then existing Interest Period therefor, Convert be Converted into a Base Rate Advance (unless the Required Lenders otherwise consent) and (ii) the obligation of the Lenders to make, or to Convert Revolving Dollar denominated Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.06(a)(i) or (iiiii). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration provide notice of any Interest Period a Conversion or continuation pursuant to Section 2.08 for any Eurodollar Rate Advances in accordance with Advance, then the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail will be deemed to select have selected an Interest Period of one month for such Advances, such Advances shall be made as Base Eurodollar Rate AdvancesAdvance. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,0001,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended. (f) If the Screen Rate and the Interpolated Rate are unavailable and the Agent reasonably expects that such situation will be temporary, (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i2.06(a). Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, (ii) or (iii)absent manifest error. (b) If, with respect to any Eurodollar Rate SOFR Advances, XXXXXXX Advances or XXXXX Advances, (i) the Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR, XXXXXXX or the XXXXX Xxxx, as applicable, cannot be determined pursuant to the definition thereof or (ii) the Required Lenders notify the Administrative Agent that (A) in the Eurodollar case of XXXXXXX Advances, they are unable to obtain matching deposits in the applicable inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (B) Adjusted Term SOFR, EURIBOR or the XXXXX Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate SOFR Advances or XXXXXXX Advances for such Interest PeriodPeriod or XXXXX Advances, the Administrative Agent shall forthwith so notify the Borrower Company and the Lenders, whereupon (i1) each Eurodollar Rate Advance will automaticallyBorrower will, on the last day of the then existing Interest Period therefortherefor (in the case of SOFR Advances or XXXXXXX Advances) or immediately, in the case of XXXXX Advances (A) in the case of SOFR Advances, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (iiB) in the case of XXXXXXX Advances or XXXXX Advances, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (2) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate SOFR Advances, XXXXXXX Advances or XXXXX Advances, as applicable, shall be suspended until the Administrative Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist. This Section shall ; provided that, if the circumstances set forth in clause (B) above are applicable, the applicable Borrower may elect, by notice to the Agent and the Lenders, to continue EURIBOR Advances for Interest Periods of not apply to Swingline Loanslonger than one month, which may Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its EURIBOR Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Agent and the Company as soon as practicable (but in any event not be converted or continuedlater than ten Business Days after the first day of such Interest Period). (c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate SOFR Advances or XXXXXXX Advances made to it in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the such Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefortherefor (i) in the case of SOFR Advances, Convert into Base Rate Advances and (ii) in the case of XXXXXXX Advances. If no Advances are outstanding at , be exchanged for an Equivalent amount of Dollars and Converted into Base Rate Advances; provided, that the time of delivery of a applicable Borrower may direct the Agent in the applicable Notice of Borrowing with respect to Eurodollar Rate continue SOFR Advances and or XXXXXXX Advances as successive Interest Periods of the same duration until such Borrower shall fail give the Agent written notice at least five Business Days prior to select the end of an Interest Period for in the form of Exhibit B-2 that, as of the end of such AdvancesInterest Period, such the applicable SOFR Advances shall Convert into Base Rate Advances or the applicable SOFR Advances or XXXXXXX Advances shall be made continued as Base Rate SOFR Advances or XXXXXXX Advances, as applicable, having an Interest Period as so notified. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate SOFR Advances, XXXXXXX Advances or XXXXX Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000the Borrowing Minimum, such Revolving Advances shall automatically (i) in the case of SOFR Advances, Convert into Base Rate Advances and (ii) in the case of XXXXXXX Advances or XXXXX Advances, be exchanged for an Equivalent amount of Dollars and Converted into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurodollar Rate SOFR Advance, EURIBOR Advance and XXXXX Advance will automatically, on the last day of the then existing Interest Period therefortherefor (in the case of SOFR Advances or EURIBOR Advances) or immediately, Convert in the case of XXXXX Advances, (A) in the case of SOFR Advances, be Converted into a Base Rate Advance Advances and (B) in the case of XXXXXXX Advances and XXXXX Advances, be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate SOFR Advances, XXXXXXX Advances and XXXXX Advances shall be suspended. (f) In connection with the use, administration, adoption or implementation of the Term SOFR Reference Rate, XXXXXXX or XXXXX, the Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.07(a)(i) or (iiiii). (b) If, with respect to any Eurodollar Rate Advances, Lenders owed at least 50% of the Required Lenders then aggregate principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Company and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower Borrowers and the such Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the such Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,00010,000,000 (or $5,000,000 in the case of Canadian Advances), such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)) or any Borrowing Base Deficiency, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended. (f) If Xxxxxx Screen LIBOR01 is unavailable for determining the Eurodollar Rate for any Eurodollar Rate Advances, (i) the Agent shall forthwith notify the Borrowers and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) with respect to Eurodollar Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. Subject to clause (ae) The below, if the Screen RateAdjusted Term SOFR is unavailable and the Administrative Agent is unable to determine the EurodollarTerm SOFR Reference Rate for any Eurodollar RateAdjusted Term SOFR Advances, as provided in the definition of Eurodollar Rate hereinAdjusted Term SOFR (including because the Term SOFR Reference Rate is not available or published on a current basis), (i) the Administrative Agent shall give prompt notice to forthwith notify the Borrower and the Lenders of that the applicable interest rate cannot be determined by the Administrative Agent for purposes of Section 2.10(a)(i), such Eurodollar RateAdjusted Term SOFR Advances, (ii) or (iii). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for each such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, and will continue as a Base Rate Advance), (iiiii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate RateAdjusted Term SOFR Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued.and (civ) If the Borrower shall fail to select the duration of may revoke any Interest Period pending request for any a Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwiseRatean Adjusted Term SOFR Advance, to less than $10,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into convert a Base Rate Advance and (ii) the obligation of the Lenders to make, a Eurodollar RateAdjusted Term SOFR Advance or to Convert Revolving Advances intocontinue a Eurodollar Ratean Adjusted Term SOFR Advance, Eurodollar provided that if the Borrower does not revoke any such request, the Borrower will be deemed to have requested a Base Rate Advances shall be suspendedAdvance.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.05(a)(i) or (iiiii). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.011.01 and there shall be less than one month between the date of such failure and the Maturity Date, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,0005,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.07(a)(i) or (iiiii). (b) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Agent determines, or the Required Lenders notify the Administrative Agent Agent, that the Eurodollar Eurocurrency Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances (1) will not adequately reflect the cost to such Required the Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, (2) deposits in Dollars or the Administrative applicable Committed Currency are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of any applicable Eurocurrency Rate Advance or (3) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Advance, the Agent shall forthwith so notify the applicable Borrower and the Lenders, whereupon (i) each Eurodollar the Borrower of such Eurocurrency Rate Advance will automaticallyAdvances will, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate AdvanceAdvances and (B) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist. This , in each case, subject to Section shall not apply to Swingline Loans, which may not be converted or continued9.04(c). (c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the such Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances. If no Advances and (ii) if such Eurocurrency Rate Advances are outstanding at the time denominated in a Committed Currency, be exchanged for an Equivalent amount of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances Dollars and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000the Borrowing Minimum, such Revolving Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into a Base Rate Advance Advances and (B) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended. (f) If the LIBOR Screen Rate or the EURIBO Rate is unavailable, subject to Section 2.23 below, (i) the Agent shall forthwith notify the Borrowers and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Eurocurrency Advance will automatically, on the last day of the then existing Interest Period therefor (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances, and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or to Convert Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist. (g) If any Borrower shall request an Interest Period of other than one, three or six months and such Interest Period is approved by the Lenders in accordance with clause (c) of the definition of Interest Period, the Eurocurrency Rate Advances subject to such request shall bear interest at the rate per annum equal to the rate determined by the Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the rate on the applicable Bloomberg screen (for the longest period for which such Bloomberg screen rate is available for Dollars or Euro, as applicable), that is shorter than such Interest Period and (b) the rate on the applicable Bloomberg screen for the shortest period (for which such Bloomberg screen rate is available for Dollars or Euro, as applicable) that exceeds such Interest Period, in each case, at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period. When determining the rate for a period which is less than the shortest period for which the applicable Bloomberg screen rate is available, the applicable Bloomberg screen rate for purposes of clause (a) above shall be deemed to be the Overnight Rate.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i2.08(a)(i), (ii) or (iii). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Administrative CERC 364-Day Revolving Credit Agreement Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,0005,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice (i) to the Borrower Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), 2.08(a)(i) and (ii) or (iiito the Company, the Swing Line Banks and the Swing Line Agent of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(ii). (b) If, with respect to any Eurodollar Alternative Currency Daily Rate Advances or Term Rate Advances, the Required Majority Lenders notify the Administrative Agent that (i) with respect to Advances denominated in Euros or Yen, they are unable to obtain matching deposits in the Eurodollar applicable interbank market at or about the applicable time on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Revolving Credit Advances as part of such Borrowing during its Interest Period or (ii) the applicable Term Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Majority Lenders of making, funding or maintaining their respective Eurodollar Term Rate Advances for such Interest Period, or the Alternative Currency Daily Rate for the applicable interest payment period will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Alternative Currency Daily Rate Advances, the Administrative Agent shall forthwith so notify the each Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallysuch Borrower will, on the last day of the then existing Interest Period therefortherefor (in the case of Term Rate Advances) or on the next applicable Interest Payment Date (in the case of Alternative Currency Daily Rate Advances), (1) if such Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate AdvanceAdvances and (2) if such Advances are denominated in any Alternative Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances, and (iiB) the obligation of the Lenders to make, make Term Rate Advances in the same currency as such Term Rate Advances or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar make Alternative Currency Daily Rate Advances (if applicable) shall be suspended until the Administrative Agent shall notify the each Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower any Borrower, in requesting a Revolving Credit Borrowing comprised of Term Rate Advances, shall fail to select the duration of any the Interest Period for any Eurodollar such Term Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the such Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will (to the extent such Term Rate Advances remain outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (i) if such Term Rate Advances are denominated in Dollars, Convert into Base Rate Advances. If no Advances and (ii) if such Term Rate Advances are outstanding at the time denominated in any Alternative Currency, be exchanged into an Equivalent amount of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances Dollars and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Converted into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurodollar Term Rate Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, Convert (A) if such Term Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (B) if such Term Rate Advance is denominated in any Alternative Currency, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, (ii) each Alternative Currency Daily Rate Advance will automatically, on the next Interest Payment Date applicable thereto, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (iii) the obligation of the Lenders to make, make Term Rate Advances or to Convert Revolving Advances into, Eurodollar Alternative Currency Daily Rate Advances shall be suspended. (e) If the applicable Bloomberg screen or Reuters screen, as applicable, is unavailable, (i) the Administrative Agent shall forthwith notify the relevant Borrower and the Lenders that the interest rate cannot be determined for such Term Rate Advances or Alternative Currency Daily Rate Advances, as applicable, (ii) (x) with respect to Term Rate Advances, each such Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance and (B) if such Term Rate Advance is denominated in any Alternative Currency, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (y) with respect to Alternative Currency Daily Rate Advances, each such Advance will (to the extent such Alternative Currency Daily Rate Advance remains outstanding on such day) automatically, on the next Interest Payment Date applicable thereto, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.07(a)(i) or (iiiii). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (iiB) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,0005,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefore, be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended. (f) If Reuters LIBOR01 Page is unavailable for any Eurodollar Rate Advances, (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance, and (iiiii) the obligation of the Lenders to make, make Eurodollar Rate Advances or to Convert Revolving Credit Advances into, into Eurodollar Rate Advances shall be suspendedsuspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (g) If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.11(a) or (iiib), and, if applicable, the rate for the purpose of determining the applicable interest rate under Section 2.11(c). (b) If, with respect to any Eurodollar Rate Advances, (i) the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (ii) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Rate, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (iiB) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended. (f) If the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error), or is notified by Required Lenders, that a rate other than the Eurodollar Rate has become the then-prevailing market benchmark rate for newly originated loans in Dollars in the U.S. market then the Administrative Agent may (in consultation with the Borrower) choose a replacement index rate (“Replacement Rate”) and, as appropriate, adjustment margins (“Adjustment Margins”; and the sum of any Adjustment Margins plus the Replacement Rate, the “Replacement Benchmark Rate”) corresponding to each available Eurodollar Rate term, to effect, to the extent practicable, an aggregate all-in interest rate substantially equivalent to the Eurodollar Rate -based rate in effect prior to its replacement. The Replacement Rate and Adjustment Margins will be determined with due consideration to the then-prevailing market practice for determining a rate of interest for newly originated syndicated loans in the United States, and may reflect appropriate mathematical or other adjustments to account for the transition from the Eurodollar Rate to the Replacement Rate. The Administrative

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.07(a)(i) or (iiiii). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Borrower will, on the last day of the then then-existing Interest Period therefor, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (iiB) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended. (f) If Reuters Screen LIBOR01 Page (or any successor page) is unavailable for any Eurodollar Rate Advance, (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) each such Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i2.08(a)(i), (ii), (iii) or (iiiiv). (b) If, with respect to any Eurodollar Term Rate Advances, Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the Eurodollar applicable currency in the Relevant Interbank Market at or about 11:00 A.M. (New York City time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period (or, with respect to Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, on the relevant date of determination) or (ii) the Term Rate for any Interest Period (or, with respect to Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, for any relevant date of determination) for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Term Rate Advances in the applicable currency for such Interest PeriodPeriod (or, with respect to Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, for such date of determination), the Administrative Agent shall forthwith so notify the each Borrower and the Lenders, whereupon (iA) each Eurodollar the Borrower of such Term Rate Advance will automaticallyAdvances in such currency will, on the last day of the then existing Interest Period therefortherefor (or, with respect to Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, immediately), (1) if such Term Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate AdvanceAdvances and (2) if such Term Rate Advances or Alternative Currency Daily Rate Advances, as applicable, are denominated in a Committed Currency or other Foreign Currency (other than Dollars) prepay such Advances in the Committed Currency or other Foreign Currency in which they were made, and (iiB) the obligation of the Lenders to make, or to Convert or continue Revolving Advances or Letter of Credit Advances into, Eurodollar Term Rate Advances, Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, as applicable, in such currency shall be suspended until the Administrative Agent shall notify the each Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall ; provided that, if the circumstances set forth in clause (ii) above are applicable with respect to Term Rate Advances, the applicable Borrower AMERICAS/2024254939.6 88 Sealed Air – 4th A&R Syndicated Facility Agt may elect, by notice to the Agent and the Lenders, to continue such Term Rate Advances in such Committed Currency (for the avoidance of doubt, other than Xxxxxxxx) or other Foreign Currency for Interest Periods of not apply to Swingline Loanslonger than one month, which may Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Term Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Agent and the Company as soon as practicable (but in any event not be converted or continuedlater than ten Business Days after the first day of such Interest Period). (c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Term Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the such Borrower and the Lenders who have extended such Term Rate and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period thereforfor such Advances, (i) in the case of Term Rate Advances denominated in Dollars, Convert such Term Rate Advances into Base Rate Advances. If no Advances are outstanding at , (ii) in the time case of delivery of a Notice of Borrowing with respect to Eurodollar Term Rate Advances denominated in a Committed Currency or other Foreign Currency (other than Dollars or Pesos), continue such Term Rate Advances as Term Rate Advances with a one-month Interest Period, and (iii) in the Borrower shall fail to select an Interest Period for such case of XXXX Xxxx Advances, continue such Advances shall be made TIIE Rate Advance as Base a TIIE Rate AdvancesAdvance with a 28-day Interest Period. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Term Rate Advances, Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,0005,000,000, such Revolving Advances shall automatically (i) in the case of Daily Simple SOFR Advances or Term Rate Advances denominated in Dollars, Convert such Term Rate Advances or Daily Simple SOFR Advances, as applicable, into Base Rate Advances, and (ii) in the case of Term Rate Advances denominated in a Committed Currency or other Foreign Currency (other than Dollars), on the last day of the applicable Interest Period for such Term Rate Advances, and the last day of each subsequent Interest Period for so long as the total of such Advances are less than the Equivalent of $5,000,000, (A) in the case of a Committed Currency or other Foreign Currency (other than Dollars or Pesos), continue such Term Rate Advances as Term Rate Advances with a one-month Interest Period and (B) in the case of Term Rate Advances in Pesos, continue such Term Rate Advances as TIIE Rate Advances with a 28-day Interest Period. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, upon the request of the Required Lenders, (i) each Eurodollar Term Rate Advance, each Daily Simple SOFR Advance and each Alternative Currency Daily Rate Advance will automatically, (A) with respect to Alternative Currency Daily Rate Advances denominated in Sterling and Daily Simple SOFR Advances, with immediate effect, and (B) with respect to Term Rate Advances, on the last day of the then existing Interest Period therefor, Convert (A) if such Advance is denominated in Dollars, be Converted into a Base Rate Advance and (B) if such Advance is denominated in a Committed Currency or other Foreign Currency (other than Dollars), be exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Term Rate Advances, Daily Simple SOFR Advances and Alternative Currency Daily Rate Advances shall be automatically suspended. AMERICAS/2024254939.6 89 Sealed Air – 4th A&R Syndicated Facility Agt (f) For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 365-day year or 366-day year, as applicable, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 365 or 366, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement. Each of the Loan Parties confirms that it fully understands and is able to calculate the rate of interest applicable to the credit facility under this Agreement based on the methodology for calculating per annum rates provided for in this Agreement. The Agent agrees that if requested in writing by the Borrowers it will calculate the nominal and effective per annum rate of interest on the Facility outstanding at the time of such request and provide such information to the Borrowers promptly following such request; provided that any error in any such calculation, or any failure to provide such information on request, shall not relieve the Borrowers or any other Loan Party of any of its obligations under this Agreement or any other Loan Document, nor result in any liability to the Agent or any Lender. Each Loan Party hereby irrevocably agrees not to plead or assert, whether by way of defence or otherwise, in any proceeding relating to the Loan Documents, that the interest payable under the Loan Documents and the calculation thereof has not been adequately disclosed to the Loan Parties, whether pursuant to section 4 of the Interest Act (Canada) or any other applicable law or legal principle. (g) If any provision of this Agreement would oblige the CDN Revolver Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by applicable Law or would result in a receipt by that Lender of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Law or so result in a receipt by that Lender of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows (i) first, by reducing the amount or rate of interest required to be paid to the affected Lender under Section 2.08 and (ii) thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to the affected Lender which would constitute interest for purposes of section 347 of the Criminal Code (Canada). (i) If the Banco de México fails to publish the TIIE for the applicable Interest Period on the first Business Day of such Interest Period, either temporarily or on a definitive basis, the TIIE Rate shall be calculated applying any rate published by the Banco de México in substitution of the applicable TIIE Rate, and (ii) if clause (i) above is not available, the TIIE Rate shall be calculated based on the annual yield for the TIIE for a period closest to the duration of the applicable Interest Period, either compounded or calculated based on a 28, 91 or 182 day, as applicable, equivalent basis in substitution of the TIIE Rate.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.07(a)(i) or (iiiii), and the rate, if any, furnished by Citibank for the purpose of determining the interest rate under Section 2.07(a)(ii). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (iiB) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,0005,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended. (f) If Moneyline Telerate Markets Page 3750 is unavailable and Citibank shall not furnish timely information to the Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances, (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) with respect to Eurodollar Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, at the option of the Borrower, be prepaid by the Borrower or be automatically Converted into a Base Rate Advance, and (iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.07(a)(i) or (iiiii). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration provide notice of any Interest Period a Conversion or continuation pursuant to Section 2.09 for any Eurodollar Rate Advances in accordance with Advance, then the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail will be deemed to select have selected an Interest Period of one month for such Advances, such Advances shall be made as Base Eurodollar Rate AdvancesAdvance. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), and if the Agent, at the request, or with the consent, of the Required Lenders, so notifies the Borrower, then: (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended. (f) If Reuters Screen LIBOR01 Page is unavailable, (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) with respect to Eurodollar Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Promptly after receipt of a Notice of Borrowing pursuant to Section 2.02(a), a notice of Conversion pursuant to Section 2.09 or a notice of selection of an Interest Period pursuant to the terms of the definition of “Interest Period”, the Agent shall give prompt notice to the Borrower and the Lenders each Lender of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.07(a)(i) or (iiiii). (b) If, with respect prior to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for end of any Interest Period for such Revolving Advances or Letter any Borrowing of Credit Advances will not adequately reflect Term SOFR Rate Loans, the cost Borrower shall fail to such Required Lenders give notice of making, funding or maintaining their respective Eurodollar Rate Advances the election of a new Interest Period for such Borrowing in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent shall will forthwith so notify the Borrower and the LendersLenders and such Term SOFR Rate Loans will automatically, whereupon on the last day of the then existing Interest Period therefor, Convert into Base Rate Loans. (c) On the date on which the aggregate unpaid principal amount of Term SOFR Rate Loans comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $3,000,000, such Loans shall automatically Convert into Base Rate Loans. CHAR1\1986393v3 (d) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurodollar Term SOFR Rate Advance Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, Loan and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances Loans into, Eurodollar Term SOFR Rate Advances Loans shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continuedsuspended. (ce) If (e) Subject to Section 2.21, if, on or prior to the Borrower shall fail to select the duration first day of any Interest Period for any Eurodollar Term SOFR Rate Advances in accordance with Loan: (i) the provisions contained in Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, and (ii) the Required Lenders determine that for any reason in connection with any request for a Term SOFR Rate Loan or a Conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Rate Loan does not adequately and fairly reflect the cost to such Lenders of “Interest Period” making and maintaining such Loan, and the Required Lenders have provided notice of such determination to the Agent. then, in Section 1.01each case, the Administrative Agent will forthwith promptly so notify the Borrower and each Lender. Upon notice thereof by the Lenders and such Revolving Advances or Letter of Credit Advances will automaticallyAgent to the Borrower, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to makemake Term SOFR Rate Loans, and any right of the Borrower to continue Term SOFR Rate Loans or to Convert Revolving Advances intoBase Rate Loans to Term SOFR Rate Loans, Eurodollar Rate Advances shall be suspendedsuspended (to the extent of the affected Term SOFR Rate Loans or affected Interest Periods) until the Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, Conversion to or continuation of Term SOFR Rate Loans (to the extent of the affected Term SOFR Rate Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have Converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected Term SOFR Rate Loans will be deemed to have been Converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such Conversion, the Borrower shall also pay accrued interest on the amount so Converted, together with any additional amounts required pursuant to Section 8.04(c). Subject to Section 2.21, if the Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Agent without reference to clause (c) of the definition of “Base Rate” until the Agent revokes such determination.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.07(a)(i) or (iiiii). (b) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Agent determines, or the Required Lenders notify the Administrative Agent Agent, that the Eurodollar Eurocurrency Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances (1) will not adequately reflect the cost to such Required the Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, (2) deposits in Dollars or the Administrative applicable Committed Currency are not being offered to banks in the London interbank market for the applicable amount and Interest Period of any applicable Eurocurrency Rate Advance or (3) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Advance, the Agent shall forthwith so notify the applicable Borrower and the Lenders, whereupon (i) each Eurodollar the Borrower of such Eurocurrency Rate Advance will automaticallyAdvances will, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate AdvanceAdvances and (B) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist. This , in each case, subject to Section shall not apply to Swingline Loans, which may not be converted or continued9.04(c). (c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the such Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances. If no Advances and (ii) if such Eurocurrency Rate Advances are outstanding at the time denominated in a Committed Currency, be exchanged for an Equivalent amount of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances Dollars and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000the Borrowing Minimum, such Revolving Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into a Base Rate Advance Advances and (B) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended. (f) If the LIBOR Screen Rate or the EURIBO Rate is unavailable, subject to Section 2.23 below, (i) the Agent shall forthwith notify the Borrowers and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Eurocurrency Advance will automatically, on the last day of the then existing Interest Period therefor (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances, and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or to Convert Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist. (g) If any Borrower shall request an Interest Period of other than one, two, three or six months and such Interest Period is approved by the Lenders in accordance with clause (c) of the definition of Interest Period, the Eurocurrency Rate Advances subject to such request shall bear interest at the rate per annum equal to the rate determined by the Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the Reuters LIBOR01 Page rate or EURIBOR01 Page rate, as applicable (for the longest period for which the Reuters LIBOR01 Page rate or EURIBOR01 Page rate, as applicable, is available for the applicable currency), that is shorter than such Interest Period and (b) the applicable Reuters LIBOR01 Page rate or EURIBOR01 Page rate, as applicable, for the shortest period (for which such Reuters LIBOR01 Page rate or EURIBOR01 Page rate, as applicable, is available for the applicable currency) that exceeds such Interest Period, in each case, at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period. When determining the rate for a period which is less than the shortest period for which the Reuters LIBOR01 Page rate or EURIBOR01 Page rate, as applicable, is available, the Reuters LIBOR01 Page rate or EURIBOR01 Page rate, as applicable, for purposes of paragraph (a) above shall be deemed to be the Overnight Rate.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.07(a)(i) or (iiiii). (b) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Eurocurrency Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Base Rate Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period thereforfor such Eurocurrency Rate Advance, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,0005,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.06(a)(i) or (iiiii). (b) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Eurocurrency Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon whereupon (i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,0005,000,000 (or its equivalent in any Alternative Currency), such Revolving Advances shall automatically Convert into Base Rate Advances at the end of the applicable Interest Period for such Revolving Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i2.07(a)(i), (ii), (iii) or (iiiiv). (b) If, with respect to any Eurodollar Rate Advances, If the Required Lenders notify the Administrative Agent that (i) with respect to any EURIBOR Advances, they are unable to obtain matching deposits in the Eurodollar Rate applicable inter-bank market at or about 11:00 A.M. (Brussels time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period, (ii) with respect to any EURIBOR Advances or Term SOFR Advances, EURIBOR or Term SOFR for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate EURIBOR Advances or Term SOFR Advances for such Interest PeriodPeriod or (iii) with respect to any XXXXX Advances, XXXXX will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective XXXXX Advances, the Administrative Agent shall forthwith so notify the Borrower Company and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Borrower of such XXXXXXX Advances or Term SOFR Advances will, on the last day of the then existing Interest Period therefor, (1) in the case of Term SOFR Advances, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate AdvanceAdvances and (2) in the case of XXXXXXX Advances, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances in the Equivalent amount of Dollars, (B) the Borrower of such XXXXX Advances will, immediately after receipt of such notice, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances in the Equivalent amount of Dollars, and (iiB) the obligation of the Lenders to makemake Term SOFR Advances, XXXXXXX Advances or XXXXX Advances, as applicable, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Base Rate Advances into Term SOFR Advances, shall be suspended until the Administrative Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate EURIBOR Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the such Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at in the time Equivalent amount of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate AdvancesDollars. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Term SOFR Advances, XXXXX Advances or XXXXXXX Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,00010,000,000 (or the Equivalent thereof in any Committed Currency), such Revolving Advances shall automatically (i) in the case of Term SOFR Advances, Convert into Base Rate Advances and (ii) in the case of XXXXXXX Advances or XXXXX Advances, Convert into Base Rate Advances in the Equivalent amount of Dollars. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) (A) each Eurodollar Rate Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert be Converted into a Base Rate Advance, (B) each Advance that is denominated in any Committed Currency which accrues interest at a daily rate shall continue to remain outstanding, and (C) each Advance that is denominated in any Committed Currency which accrues interest at a term rate shall automatically, on the last day of the then existing Interest Period for such Advance and subject to Section 2.08(f)(ii), be continued with an Interest Period of one month and (ii) the obligation of the Lenders to make, or to Convert Revolving Dollar-denominated Advances into, Eurodollar Rate into Term SOFR Advances shall be suspended. (f) If any of the sources used to determine an interest rate hereunder (including, without limitation, any of the screen pages specified herein or any of the substitute or successor pages thereto) is unavailable, (i) the Agent shall forthwith notify the Company and the Lenders that the interest rate cannot be determined for the applicable Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor (in the case of Term SOFR or EURIBOR Advances) or immediately (in the case of XXXXX Advances), be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance in the Equivalent amount of Dollars, and (iii) the obligation of the Lenders to make such Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.07(a) or (iiib). (b) If, with respect to any Eurodollar Rate Advances, (i) the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (ii) a Eurodollar Rate cannot be determined or is otherwise unavailable, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (iiB) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurodollar Rate Advance comprising the same Borrowing will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.07(a)(i) or (iiiii). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (iiB) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000the Borrowing Minimum, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended. (f) If neither Reuters’ LIBOR01 Page nor another commercially available source providing quotations of the ICE Benchmark Administration Limited LIBOR Rate as designated by the Agent from time to time is available, (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (iior if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make, make Eurodollar Rate Advances or to Convert Revolving Advances into, into Eurodollar Rate Advances shall be suspendedsuspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i2.07(a)(i), (ii) or (iii). (b) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Eurocurrency Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Base Rate Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period thereforfor such Eurocurrency Rate Advance, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,0005,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i2.07(a)(i), (ii), (iii) or (iiiiv). (b) If, with respect to any Eurodollar Rate Advances, If the Required Lenders notify the Administrative Agent that (i) with respect to any EURIBOR Advances, they are unable to obtain matching deposits in the Eurodollar Rate applicable inter-bank market at or about 11:00 A.M. (Brussels time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period, (ii) with respect to any EURIBOR Advances or Term SOFR Advances, EURIBOR or Term SOFR for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate EURIBOR Advances or Term SOFR Advances for such Interest PeriodPeriod or (iii) with respect to any XXXXX Advances, XXXXX will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective XXXXX Advances, the Administrative Agent shall forthwith so notify the Borrower Company and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Borrower of such EURIBOR Advances or Term SOFR Advances will, on the last day of the then existing Interest Period therefor, (1) in the case of Term SOFR Advances, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate AdvanceAdvances and (2) in the case of EURIBOR Advances, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances in the Equivalent amount of Dollars, (B) the Borrower of such XXXXX Advances will, immediately after receipt of such notice, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances in the Equivalent amount of Dollars, and (iiB) the obligation of the Lenders to makemake Term SOFR Advances, EURIBOR Advances or XXXXX Advances, as applicable, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Base Rate Advances into Term SOFR Advances, shall be suspended until the Administrative Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate EURIBOR Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the such Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at in the time Equivalent amount of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate AdvancesDollars. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Term SOFR Advances, XXXXX Advances or EURIBOR Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,00010,000,000 (or the Equivalent thereof in any Committed Currency), such Revolving Advances shall automatically (i) in the case of Term SOFR Advances, Convert into Base Rate Advances and (ii) in the case of EURIBOR Advances or XXXXX Advances, Convert into Base Rate Advances in the Equivalent amount of Dollars. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) (A) each Eurodollar EURIBOR Advance and each XXXXX Advance will automatically, on the last day of the then existing Interest Period for each EURIBOR Advance or immediately, in the case of each XXXXX Advance, be Converted into a Base Rate Advance in the Equivalent amount of Dollars, (B) each Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert be Converted into a Base Rate Advance and (C) if such Advance is denominated in any Committed Currency, be Converted into a Base Rate Advance in the Equivalent amount of Dollars and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances intoConvert (f) If any of the sources used to determine an interest rate hereunder (including, Eurodollar without limitation, any of the screen pages specified herein or any of the substitute or successor pages thereto) is unavailable, (i) the Agent shall forthwith notify the Company and the Lenders that the interest rate cannot be determined for the applicable Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor (in the case of Term SOFR or EURIBOR Advances) or immediately (in the case of XXXXX Advances), be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance in the Equivalent amount of Dollars, and (iii) the obligation of the Lenders to make such Advances shall be suspendedsuspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii) or (iii)2.07. (b) If, due to a major disruption in the interbank funding market with respect to any Eurodollar Term SOFR Advances or Eurocurrency Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate Adjusted Term SOFR or the EURIBO Rate, as applicable, for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Term SOFR Advances or Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Borrowers and the Lenders, whereupon (i) each Eurodollar Rate Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, (ii) each Eurocurrency Rate Advance shall be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (iiiii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Term SOFR Advances or Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower Company shall fail to select the duration of any Interest Period for any Eurodollar Term SOFR Advances or Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower Company and the Lenders and such Revolving Advances or Letter of Credit Advances the Company will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect be deemed to Eurodollar Rate Advances and the Borrower shall fail to select have selected an Interest Period for such Advances, such Advances shall be made as Base Rate Advancesof one month. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Term SOFR Advances or Eurocurrency Rate Advances comprising constituting any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000the Borrowing Minimum, such Revolving Advances shall automatically (i) if such Advances are Term SOFR Advances, Convert into Base Rate Advances and (ii) if such Advances are Eurocurrency Rate Advances, be exchanged for an Equivalent amount of Dollars and Converted into Base Rate Advances. (e) Upon the occurrence and during the continuance of any If an Event of Default under Section 6.01(a)has occurred and is continuing and the Agent, at the request of the Required Lenders, so notifies the Company, then, so long as an Event of Default is continuing, (i) each Eurodollar Term SOFR Advance and each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period thereforshall automatically (A) if such Advance is a Term SOFR Advance, Convert into a Base Rate Advance and (B) if such Advance is a Eurocurrency Rate Advance, be exchanged for an Equivalent amount of Dollars and Converted into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Term SOFR Advances or Eurocurrency Rate Advances shall be suspended. (f) If (x) Term SOFR cannot be determined in accordance with the definition thereof, (y) the EURIBO Rate does not appear Bloomberg, Txxxxxxx Reuters or on another nationally recognized service selected by the Agent or the Sub-Agent, or (z) the Overnight Rate cannot be determined in accordance with the definition thereof, (i) the Agent shall forthwith notify the Company and the Lenders that the interest rate cannot be determined for the applicable Advances, (ii) each such affected Advance will automatically, on the last day of the then existing Interest Period therefor (A) if such Advance is a Term SOFR Advance, Convert into a Base Rate Advance and (B) if such Advance is a Eurocurrency Rate Advance, be prepaid by the applicable Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make, or Convert Revolving Credit Advances into, Term SOFR Advances, Eurocurrency Rate Advances or Swing Line Advances, as applicable, shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i2.07(a)(i), (ii), (iii) or (iiiiv). (b) IfTo the extent the circumstances described in Section 2.18 shall not have occurred, if, with respect to any Eurodollar Rate AdvancesSOFR Advance under any Facility, (x) the Required Lenders notify the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Term SOFR Reference Rate or Daily Simple SOFR, as applicable, cannot be determined pursuant to the definition thereof (or, in the case of Daily Simple SOFR, shall no longer be determined pursuant to the proviso in the definition thereof), or (y) the Lenders owed at least 51% of the aggregate principal amount thereof determine that for any reason in connection with any request for a SOFR Advance, or a Conversion thereto or a continuation thereof, that the Term SOFR Reference Rate for any requested Interest Period for such Revolving Advances Period, or Letter of Credit Advances will Daily Simple SOFR, as applicable, with respect to a proposed SOFR Advance does not adequately and fairly reflect the cost to such Required Lenders of makingmaking and maintaining such Advance, funding or maintaining their respective Eurodollar Rate Advances for and the Lenders owed at least 51% of the aggregate principal amount thereof have provided notice of such Interest Perioddetermination to the Agent, the Administrative Agent shall forthwith will promptly so notify the Borrower and the Lenderseach Lender, whereupon whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (iiA) the obligation of the Lenders to makemake Term SOFR Advances or Daily Simple SOFR Advances, as applicable, and any right of the Borrower to continue any such affected SOFR Advances, as applicable, or to Convert Revolving Base Rate Advances to such affected SOFR Advances, as applicable, shall be suspended (to the extent of the affected SOFR Advances, as applicable, or Letter affected Interest Periods, as applicable) until the Agent (with respect to clause (y), at the instruction of Credit the Lenders owing at least 51% of the aggregate principal amount thereof) revokes such notice; (B) Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, Conversion to or continuation of SOFR Advances, as applicable (to the extent of the affected SOFR Advances, as applicable, or affected Interest Periods, as applicable) or, failing that, the Borrower will be deemed to have Converted any such request into a request for a Borrowing of, or Conversion to, (A) if the request applies to both the Term SOFR Reference Rate and Daily Simple SOFR, Base Rate Advances intoin the amount specified therein, Eurodollar (B) if the request applies to Daily Simple SOFR but not the Term SOFR Reference Rate, Term SOFR Advances with an Interest Period of one-month in the amount specified therein (or, if the Term SOFR Reference Rate shall be no longer available at such time, into Base Rate Advances in the amount specified therein), and (C) if the request applies to the Term SOFR Reference Rate but not Daily Simple SOFR, Daily Simple SOFR Advances in the amount specified therein (or, if Daily Simple SOFR shall be no longer available at such time, into Base Rate Advances in the amount specified therein), and (ii)(A) any outstanding affected Term SOFR Advances, if applicable, will be deemed to have been Converted into Daily Simple SOFR Advances at the end of the applicable Interest Period (or, if Daily Simple SOFR shall be no longer available at such time, into Base Rate Advances) and (B) any outstanding affected Daily Simple SOFR Advances, if applicable, will be deemed to have been Converted into Term SOFR Advances with an Interest Period of one-month (or, if the Term SOFR Reference Rate shall be no longer available at such time, into Base Rate Advances). Upon any such Conversion, the Borrower shall also pay accrued interest on the amount so Converted, together with any additional amounts required pursuant to Section 8.04(c). Subject to Section 2.18, if the Agent determines (which determination shall be conclusive and binding absent manifest error) that Term SOFR cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Advances shall be suspended determined by the Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing revokes such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continueddetermination. (c) If the Borrower shall fail to to: (i) select the duration of any Interest Period for any Eurodollar Rate Term SOFR Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, in the case of Term SOFR Advances, Convert into Base Rate Advances. If no Term SOFR Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for of one month; and (ii) notify the Agent that a Daily Simple SOFR Advance will Convert into an Advance of another Type in accordance with Section 2.09, then such Advances, such Advances Daily Simple SOFR Advance shall be made continue to remain outstanding as Base Rate Advancesa Daily Simple SOFR Advance. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000Term SOFR Advances, such Revolving Advances shall automatically Convert into Daily Simple SOFR Advances (or, if Daily Simple SOFR shall be no longer available at such time, into Base Rate Advances). (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurodollar Rate Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert in the case of such Term SOFR Advances, be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate into Term SOFR Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.08(a)(i) or (iiiii). (b) If, with respect to any Eurodollar Term Rate Advances, Advances (i) the Required Lenders notify the Administrative Agent that the Eurodollar Rate Term SOFR for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Term Rate Advances for such Interest PeriodPeriod or (ii) the Agent determines the interest rate applicable to Term Rate Advances is not ascertainable or available (including, without limitation, because the applicable Reuters or Bloomberg screen (or on any successor or substitute page on such screen) is unavailable), the Administrative Agent shall forthwith so notify the Borrower Company and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Company will, on the last day of the then existing Interest Period therefor, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (iiB) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Term Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any The Interest Period for any Eurodollar Term Rate Advances in accordance with Advance shall, at the provisions contained in the definition end of “each Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select be automatically continued for an Interest Period for of the same duration until such Advances, such Advances time as the Company shall be made as have Converted the applicable Term Rate Advance into a Base Rate AdvancesAdvances pursuant to Section 2.10. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Term Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000the Borrowing Minimum, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to makemake Term Rate Advances, or to Convert Revolving Advances intointo Term Rate Advances, Eurodollar Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Borrowers and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(iSections 2.08(a), (ii2.08(b) or (iiiand 2.08(c). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent at least one Business Day before the date of any proposed Eurodollar Rate Advance that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Eurodollar Rate Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Borrowers and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower Borrowers and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the such Borrower and the Lenders and such Revolving Advances or Letter of Credit Eurodollar Rate Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,0005,000,000, such Revolving Eurodollar Rate Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, at the option of the Agent or on the request of the Required Lenders (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or any outstanding portion of the Term Loan into, Eurodollar Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.08(a)(i) or (iiiii). (b) If, with respect to any Eurodollar Term SOFR Rate Advances, Advances or Alternative Currency Advances (i) the Required Lenders notify the Administrative Agent that (A) if applicable for an Alternative Currency, deposits are not being offered to banks in the Eurodollar applicable offshore interbank market for such currency for the applicable amount and Interest Period or determination date(s), as applicable to such Alternative Currency Advance or (B) the Term SOFR Rate or Alternative Currency Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Term SOFR Rate Advances or Alternative Currency Rate for such Interest PeriodPeriod or (ii) the Agent determines the interest rate applicable to Term SOFR Rate Advances or Alternative Currency Advances is not ascertainable or available (including, without limitation, because the applicable Reuters or Bloomberg screen (or on any successor or substitute page on such screen) is unavailable), the Administrative Agent shall forthwith so notify the Borrower Company and the Lenders, whereupon (iA) each Eurodollar the Borrower of such Term SOFR Rate Advance will automaticallyAdvances or Alternative Currency Advances will, on the last day of the then existing Interest Period therefor, (1) if such Advances are Term SOFR Rate Advances, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (ii2) if such Advances are Alternate Currency Advances, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Term SOFR Rate Advances or Alternative Currency Advances shall be suspended until the Administrative Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Term SOFR Rate Advances or Alternative Currency Term Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the such Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, (i) if such Advances are Term SOFR Rate Advances, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for (ii) if such Advances Alternative Currency Advances, such Advances shall be made as exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Term SOFR Rate Advances or Alternative Currency Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000the Borrowing Minimum, such Revolving Advances shall automatically (i) if such Advances are Term SOFR Rate Advances, Convert into Base Rate Advances and (ii) if such Advances are Alternative Currency Rate Advances, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurodollar Term SOFR Rate Advance and Alternative Currency Advance will automatically, on the last day of the then existing Interest Period therefor, Convert (A) if such Advances are Term SOFR Rate Advances, be Converted into a Base Rate Advance Advances and (B) if Advances are Alternative Currency Advances, be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Lenders to makemake Term SOFR Rate Advances or Alternative Currency Advances, or to Convert Revolving Advances intointo Term SOFR Rate Advances, Eurodollar Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Company and the Lenders Banks of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii) or (iii3.06(b). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders Majority Banks notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders Majority Banks of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Company and the LendersBanks, whereupon (i) each such Eurodollar Rate Advance Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate AdvanceAdvances, and (ii) the obligation of the Lenders Banks to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower Company and the Lenders Banks that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower Company shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Administrative Agent will forthwith so notify the Borrower Company and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances Banks and the Borrower shall fail Company will be deemed to select have selected an Interest Period for such Advances, such Advances shall be made as Base Rate Advancesof one month. (d) On the date on which If the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Advances shall automatically Convert into Base Rate AdvancesAdvances on the last day of the Interest Period applicable thereto. (e) Upon Subject to Section 1.04, if the occurrence and during the continuance of any Event of Default under Section 6.01(a), LIBOR Screen Rate is unavailable, (i) each the Administrative Agent shall forthwith notify the Company and the Banks that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Banks to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Com-pany and the Banks that the circumstances causing such suspension no longer exist. (f) Notwithstanding any contrary provision of this Agreement, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Majority Banks, so notifies the Company, then, so long as such Event of Default is continuing (i) unless repaid, each Eurodollar Rate Advance will automatically, on the final day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or Banks to Convert Revolving Base Rate Advances into, into Eurodollar Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.06(a)(i) or (iiiii). . (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last final day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” " in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last final day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,0005,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurodollar Rate Advance will automatically, on the last final day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.07(a)(i) or (iiiii). (b) If, with respect to any Eurodollar Rate AdvancesAdvances under any Facility, the Required Lenders owed at least 51% of the aggregate principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance under such Facility will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the that such Lenders have determined that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select Borrowing having an Interest Period for such Advances, such Advances shall be made as Base Rate Advancesof one month. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,0001,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended. (f) If the Screen Rate and the Interpolated Rate are unavailable for determining the Eurodollar Rate for any Eurodollar Rate Advances, (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Company and the applicable Lenders of the applicable interest rate rates determined by the Administrative Agent for purposes of each clause of Section 2.10(a)(i), (ii) or (iii2.07(a). (b) If, with respect to any Eurodollar Rate AdvancesLoans of any Class, Lenders owed at least 50% of the Required Lenders then aggregate principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Company and the applicable Lenders, whereupon (i) each Eurodollar Rate Advance Loan of such Class will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate AdvanceLoan of such Class, and (ii) the obligation of the applicable Lenders to make, or to Convert Revolving Advances or Letter Loans of Credit Advances such Class into, Eurodollar Rate Advances Loans of such Class shall be suspended until the Administrative Agent shall notify the Borrower Borrowers and the such Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances Loans in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the such Borrower and the Appropriate Lenders and such Revolving Advances or Letter of Credit Advances Loans will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate AdvancesLoans. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances Revolving Loans comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,00010,000,000 (or $5,000,000 in the case of Canadian Revolving Loans), such Revolving Advances Loans shall automatically Convert into Base Rate AdvancesRevolving Loans. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)) or, in the case of and with respect to Revolving Loans, any Borrowing Base Deficiency, (i) each applicable Eurodollar Rate Advance Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance Loan and (ii) the obligation of the applicable Lenders to make, or to Convert Revolving Advances Loans into, Eurodollar Rate Advances Loans shall be suspended. (f) If Xxxxxx Screen LIBOR01 is unavailable for determining the Eurodollar Rate for any Eurodollar Rate Loans, (i) the Agent shall forthwith notify the Borrowers and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Loans, (ii) with respect to Eurodollar Rate Loans, each such Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan (or if such Revolving Loan is then a Base Rate Loan, will continue as a Base Rate Loan), and (iii) the obligation of the Lenders to make Eurodollar Rate Loans or to Convert Base Rate Loans into Eurodollar Rate Loans shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist. (g) With respect to Revolving Loans made to Kodak Canada, whenever a rate of interest hereunder is calculated on the basis of a year (the “deemed year”) which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate for purposes of the Interest Act (Canada) by multiplying such rate of interest by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year. (h) With respect to Revolving Loans made to Kodak Canada, the principle of deemed reinvestment of interest shall not apply to any interest calculation under this Agreement; all interest payments to be made hereunder shall be paid without allowance or deduction for reinvestment or otherwise, before and after maturity, default and judgment. The rates of interest specified in this Agreement are intended to be nominal rates and not effective rates. Interest calculated hereunder shall be calculated using the nominal rate method and not the effective rate method of calculation. (i) Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable law (the “Maximum Rate”). If the Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the applicable Loans or, if it exceeds such unpaid principal, refunded to the Borrowers, as applicable. In determining whether the interest contracted for, charged, or received by the Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder. (j) Notwithstanding any provision of this Agreement, in no event shall the aggregate “interest” (as defined in Section 347 of the Criminal Code (Canada)) payable by Kodak Canada under this Agreement exceed the effective annual rate of interest on the “credit advanced” (as defined in the Section) under this Agreement lawfully permitted by that Section and, if any payment, collection or demand pursuant to this Agreement in respect of “interest” (as defined in that Section) is determined to be contrary to the provisions of that Section, such payment, collection or demand shall be deemed to have been made by mutual mistake of Kodak Canada and the Lenders and the amount of such payment or collection shall be refunded to Kodak Canada. For the purposes of this Agreement, the effective annual rate of interest shall be determined in accordance with generally accepted actuarial practices and principles over the relevant term and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Lenders will be prima facie evidence of such rate.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.07(a)(i) or (iiiii). (b) If, with respect to any Eurodollar Eurocurrency Rate AdvancesBorrowing, the Required Lenders owed at least 51% of the aggregate principal amount thereof notify the Administrative Agent that (i) they are unable to obtain matching deposits in the Eurodollar London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Company and the Lenders, whereupon (iA) each Eurodollar the Borrower of such Eurocurrency Rate Advance will automaticallyAdvances will, on the last day of the then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (ii2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the such Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances. If no Advances and (ii) if such Eurocurrency Rate Advances are outstanding at the time denominated in a Committed Currency, be exchanged for an Equivalent amount of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances Dollars and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000the Borrowing Minimum, such Revolving Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into a Base Rate Advance Advances and (B) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended. (f) If Reuters LIBOR01 Page is unavailable for determining the Eurocurrency Rate for any Eurocurrency Rate Advances, and no other commercially available source providing quotations of the Eurocurrency Rate have been agreed by the Agent and the Company, (i) the Agent shall forthwith notify the applicable Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be prepaid by the applicable Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or to Convert Advances comprising a Borrowing into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (ai) The [Intentionally Omitted], (ii) Subject to clause (d)(iii) below, if Adjusted Term SOFR is unavailable and the Administrative Agent is unable to determine the Term SOFR Reference Rate for any Adjusted Term SOFR Advances, as provided in the definition of “Adjusted Term SOFR” (including because the Term SOFR Reference Rate is not available or published on a current basis), (A) the Administrative Agent shall give prompt notice to forthwith notify the Borrower and the Lenders of that the applicable interest rate cannot be determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii) or (iii).such Adjusted Term SOFR Advances, (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (iB) each Eurodollar Rate such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, and will continue as a Base Rate Advance), (iiC) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Adjusted Term SOFR Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued.; and (cD) If the Borrower shall fail to select the duration of may revoke any Interest Period pending request for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwiseAdjusted Term SOFR Advance, to less than $10,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, a Adjusted Term SOFR Advance or to Convert Revolving Advances intocontinue an Adjusted Term SOFR Advance, Eurodollar provided that if the Borrower does not so revoke any such request, the Borrower will be deemed to have requested a Base Rate Advances Advance. (iii) Notwithstanding clause (a)(ii) or (d)(ii) of this Section 2.07 or any other provision of this Agreement or any other Loan Document (and any Guaranteed Hedge Agreement shall be suspended.deemed not to be a “Loan Document” for purposes of this Section):

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.07(a)(i) or (iiiii). (b) If, with respect to any Eurodollar Rate AdvancesAdvances under any Facility, the Required Revolving Lenders or the Required Term Lenders, as applicable, notify the Administrative Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (ii) the Adjusted LIBO Rate or the Eurodollar Rate Rate, as applicable, for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (iiB) the obligation of the Appropriate Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail be deemed to select have selected an Interest Period for such Advances, such Advances shall be made as Base Rate Advancesof one month’s duration. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000the Borrowing Minimum, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert therefor be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended. (f) If prior to the commencement of any Interest Period for a Eurodollar Rate Advance, the Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the Eurodollar Rate, as applicable (including because the LIBO Screen Rate is not available or published on a current basis), for such Interest Period then the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (A) the Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (B) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (g) If at any time the Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (f) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (f) above have not arisen but the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the LIBO Screen Rate shall no longer be used for determining interest rates for loans, then the 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 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 (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 8.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Revolving Lenders or the Required Term Lenders, as applicable, stating that such Required Revolving Lenders or the Required Term Lenders, as applicable, object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (g) (but, in the case of the circumstances described in clause (b)(ii) of this Section 2.08, only to the extent the LIBO Screen Rate for such Interest Period is not available or published at such time on a current basis), (A) the Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (B) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice determine each interest rate applicable to the Loans hereunder and shall promptly notify the Borrower and the Lenders of the applicable interest such rate determined in writing (or by the Administrative Agent telephone, promptly confirmed in writing). Any such determination shall be conclusive and binding for purposes of Section 2.10(a)(i)all purposes, (ii) or (iii)absent manifest error. (b) If, with respect to any Eurodollar Rate Advances, the Required Majority Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Majority Lenders of for making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, 10,000,000 such Revolving Advances shall automatically Convert into Base Rate Advances, and on and after such date the right of the Borrower to Convert such Advances into Eurodollar Rate Advances shall terminate. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i2.07(a)(i), (ii), (iii) or (iiiiv). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate A Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances in the case of Dollar Advances or, in the case of Gold Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select , have an Interest Period of 30 days for such Advances, such Advances shall be made as Base Rate Advancesthe next applicable Interest Period. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate A Advances consisting of Dollar Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,0005,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon written notice to the occurrence Agent and during the continuance of any Event of Default under Section 6.01(a)Borrower, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert be Converted into a Base Rate Advance with a principal amount as of the effective date of such notice equal to the Dollar Equivalent of such Gold Advances as of such date and (iiiii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances, CD Rate Advances or Gold Advances shall be suspended. (f) The obligation of the Lenders to make Gold Advances shall be subject to the agreement of each Lender hereunder, in its sole discretion, to make such Advances.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.07(a)(i) or (iii2.07(a)(ii). (b) If, with respect to any Eurodollar Eurocurrency Rate Advances, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means (including, without limitation, by means of an Interpolated Rate) do not exist for ascertaining the Eurocurrency Rate for such Interest Period or (ii) the Required Lenders notify the Administrative Agent that (x) they are unable to obtain matching deposits in the Eurodollar London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (y) the Eurocurrency Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately and fairly reflect the cost to such the Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Borrower will, on the last day of the then existing Interest Period therefor, therefor (w) prepay such Advances or (x) Convert such Advances into a Base Rate Advance, Advances and (iiB) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section The Administrative Agent shall not apply make a determination described in Section 2.08(b)(i), and no Lender shall notify the Administrative Agent as described in Section 2.08(b)(ii), unless the Administrative Agent or such Lender, as applicable, is then generally making corresponding determinations or delivering similar notices, in each case, under comparable credit facilities with similarly situated borrowers to Swingline Loanswhich such Administrative Agent or Lender, which may not be converted as applicable, is a party as an administrative agent or continuedlender, respectively. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Eurocurrency Rate Advances made to the Borrower in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Eurocurrency Rate Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances[Reserved]. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert be Converted into a Base Rate Advance (unless the Required Lenders otherwise consent) and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Parent and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.06(a) or (iii)hereof. (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate interest rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Parent and the Lenders, whereupon then (i) each Eurodollar Rate Advance will automaticallywithin 15 days after any such notice by the Administrative Agent, on the last day of Administrative Agent and the then existing Interest Period thereforParent shall enter into negotiations in good faith with a view to agreeing to an alternative interest rate acceptable to the Parent to make, Convert into a Base Rate Advance, fund or maintain such Advances and (ii) if, at the obligation expiration of 20 days from the Lenders to makegiving of such notice by the Administrative Agent, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section Parent shall not apply have reached an agreement, such Advances will bear interest at a rate per annum specified by each such Lender to Swingline Loans, which may not be converted or continuedrepresent its cost of funds therefor plus the Applicable Margin. (c) If the Borrower Parent shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.011.01 hereof, the Administrative Agent will forthwith so notify the Borrower Parent and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period thereforshall have a duration equal to one month or, Convert into Base Rate Advances. If no Advances are outstanding at if a period of one month would extend beyond the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select Maturity Date, an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurodollar Rate Advance will automatically, that ends on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspendedMaturity Date.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Company and the Lenders Banks of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (iiSections 3.06(a) or (iiiand 3.06(b). (b) If, with respect to any Eurodollar Rate AdvancesLoan, the Required Lenders Majority Banks notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances Term Loans will not adequately reflect the cost to such Required Lenders Majority Banks of making, funding or maintaining their respective Eurodollar Rate Advances Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Company and the LendersBanks, whereupon (i) each such Eurodollar Rate Advance Loans will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate AdvanceLoans, and (ii) the obligation of the Lenders Banks to make, or to Convert Revolving Advances or Letter of Credit Advances Term Loans into, Eurodollar Rate Advances Loans shall be suspended until the Administrative Agent shall notify the Borrower Company and the Lenders Banks that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower Company shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances Loans in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower Company and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances Banks and the Borrower shall fail Company will be deemed to select have selected an Interest Period for such Advances, such Advances shall be made as Base Rate Advancesof one month. (d) On the date on which If the aggregate unpaid principal amount of Eurodollar Rate Advances Loans comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,00025,000,000, such Revolving Advances Term Loans shall automatically Convert into Base Rate AdvancesLoans on the last day of the Interest Period applicable thereto. (e) Upon Subject to Section 1.04, if the occurrence and during the continuance of any Event of Default under Section 6.01(a), LIBOR Screen Rate is unavailable, (i) each the Administrative Agent shall forthwith notify the Company and the Banks that the interest rate cannot be determined for such Eurodollar Rate Advance Loans, (ii) each such Term Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance Loan (or if such Term Loan is then a Base Rate Loan, will continue as a Base Rate Loan), and (iii) the obligation of the Banks to make, or to Convert Term Loans into, Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Company and the Banks that the circumstances causing such suspension no longer exist. (f) Notwithstanding any contrary provision of this Agreement, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Majority Banks, so notifies the Company, then, so long as such Event of Default is continuing (i) unless repaid, each Eurodollar Rate Loan will automatically, on the final day of the then existing Interest Period therefor, Convert into a Base Rate Loan, and (ii) the obligation of the Lenders to make, or Banks to Convert Revolving Advances into, Base Rate Loans into Eurodollar Rate Advances Loans shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Company and the Lenders Banks of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), 3.06(a) (iisolely with respect to Base Rate Advances determined on the basis of One Month LIBOR) or (iiiand Section 3.06(b). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders Majority Banks notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders Majority Banks of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Company and the LendersBanks, whereupon (i) each such Eurodollar Rate Advance Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate AdvanceAdvances, and (ii) the obligation of the Lenders Banks to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower Company and the Lenders Banks that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower Company shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Administrative Agent will forthwith so notify the Borrower Company and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances Banks and the Borrower shall fail Company will be deemed to select have selected an Interest Period for such Advances, such Advances shall be made as Base Rate Advancesof one month. (d) On the date on which If the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Advances shall automatically Convert into Base Rate AdvancesAdvances on the last day of the Interest Period applicable thereto. (e) Upon Subject to Section 1.04, if the occurrence and during the continuance of any Event of Default under Section 6.01(a), LIBOR Screen Rate is unavailable, (i) each the Administrative Agent shall forthwith notify the Company and the Banks that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Banks to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Company and the Banks that the circumstances causing such suspension no longer exist. (f) Notwithstanding any contrary provision of this Agreement, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Majority Banks, so notifies the Company, then, so long as such Event of Default is continuing (i) unless repaid, each Eurodollar Rate Advance will automatically, on the final day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or Banks to Convert Revolving Base Rate Advances into, into Eurodollar Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Company and the Lenders Banks of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), 3.06(a) (iisolely with respect to Base Rate Advances determined on the basis of the one month Adjusted Term SOFR Rate) or (iiiand Section 3.06(b). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower Company shall fail to select the duration of any Interest Period for any Eurodollar Rate Term Benchmark Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower Company and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances Banks and the Borrower shall fail Company will be deemed to select have selected an Interest Period for such Advances, such Advances shall be made as Base Rate Advancesof one month. (dc) On the date on which If the aggregate unpaid principal amount of Eurodollar Rate Term Benchmark Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Advances shall automatically Convert into Base Rate AdvancesAdvances on the last day of the Interest Period applicable thereto. (d) Subject to clauses (e), (f), (g), (h), (i) and (j) of this ‎Section 3.07, if: (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) (A) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR Rate or the Term SOFR Rate (including because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the Adjusted Daily Simple SOFR Rate or the Daily Simple SOFR; or (ii) the Administrative Agent is advised by the Majority Banks that (A) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, the Adjusted Term SOFR Rate for such Interest Period will not adequately and fairly reflect the cost to such Banks of making or maintaining their Advances included in such Borrowing for such Interest Period or (B) at any time, the Adjusted Daily Simple SOFR Rate will not adequately and fairly reflect the cost to such Banks of making or maintaining their Advances included in such Borrowing; then the Administrative Agent shall give notice thereof to the Company and the Banks by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Company and the Banks that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Company delivers a new notice of Conversion in accordance with the terms of Section 3.08 or a new Notice of Borrowing in accordance with the terms of Section 3.02, (1) any notice of Conversion that requests the conversion of any Borrowing to, or Continuation of any Borrowing as, a Term Benchmark Borrowing and any Notice of Borrowing that requests a Term Benchmark Borrowing shall instead be deemed to be an notice of Conversion or Continuation or a Notice of Borrowing, as applicable, for (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR Rate is not also the subject of Section 3.07(d)(i) or (ii) above or (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR Rate also is the subject of Section 3.07(d)(i) or (ii) above and (2) any Notice of Borrowing that requests an RFR Borrowing shall instead be deemed to be a Notice of Borrowing, as applicable, for a Base Rate Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted. Furthermore, if any Term Benchmark Advance or RFR Advance is outstanding on the date of the Company’s receipt of the notice from the Administrative Agent referred to in this ‎Section 3.07(d) with respect to a Relevant Rate applicable to such Term Benchmark Advance or RFR Advance, then until (x) the Administrative Agent notifies the Company and the Banks that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Company delivers a new notice of Conversion in accordance with the terms of Section 3.08 or a new Notice of Borrowing in accordance with the terms of Section 3.02, (1) any Term Benchmark Advance shall on the last day of the Interest Period applicable to such Advance (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR Rate is not also the subject of Section 3.07(d)(i) or (ii) above or (y) a Base Rate Advance if the Adjusted Daily Simple SOFR Rate also is the subject of Section 3.07(d)(i) or (ii) above, on such day, and (2) any RFR Advance shall on and from such day be converted by the Administrative Agent to, and shall constitute a Base Rate Advance. (e) Upon Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any 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 (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any 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 Banks 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 Banks comprising the Majority Banks. (f) Notwithstanding anything to the contrary herein or in any other Loan Document, 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. (g) The Administrative Agent will promptly notify the Company and the Banks of (and, if applicable, provide the relevant amendment to this Agreement related to) (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (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 Bank pursuant to this ‎Section 3.07, 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 during 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 3.07. (h) Notwithstanding anything to the continuance contrary herein or in any other Loan Document, at any time (including in connection with the implementation of any Event of Default under Section 6.01(aa Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR 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. (i) Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Company may revoke any request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Advances to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Company will be deemed to have converted any request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (A) an RFR Borrowing so long as the Adjusted Daily Simple SOFR Rate is not the subject of a Benchmark Transition Event or (B) a Base Rate Borrowing if the Adjusted Daily Simple SOFR Rate is the subject of a Benchmark Transition Event. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate. Furthermore, if any Term Benchmark Advance or RFR Advance is outstanding on the date of the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Advance or RFR Advance, then until such time as a Benchmark Replacement is implemented pursuant to this ‎Section 3.07, (1) any Term Benchmark Advance shall on the last day of the Interest Period applicable to such Advance (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR Rate is not the subject of a Benchmark Transition Event or (y) a Base Rate Advance if the Adjusted Daily Simple SOFR Rate is the subject of a Benchmark Transition Event, on such day and (2) any RFR Advance shall on and from such day be converted by the Administrative Agent to, and shall constitute a Base Rate Advance. (j) Notwithstanding any contrary provision of this Agreement, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Majority Banks, so notifies the Company, then, so long as such Event of Default is continuing (i) unless repaid, each Eurodollar Rate Term Benchmark Advance will automatically, on the last final day of the then existing Interest Period therefor, Convert into a Base Rate Advance Advance, and (ii) the obligation of the Lenders to make, or Banks to Convert Revolving Base Rate Advances into, Eurodollar Rate into Term Benchmark Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.07(a)(i) or (iiiii). . (b) If, with respect to any Eurodollar Rate AdvancesAdvances under any Facility, the Required Lenders owed at least 51% of the aggregate principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance under such Facility will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the that such Lenders have determined that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances.24 NYDOCS02/1188161 (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,0001,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended. (f) If the Screen Rate and the Interpolated Rate are unavailable for determining the Eurodollar Rate for any Eurodollar Rate Advances, (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (g) Notwithstanding anything to the contrary in this Agreement, if the Agent determines (which determination shall be conclusive absent manifest error), or the Borrower notifies the Agent that it has determined, or the Required Lenders notify the Agent (with a copy to the Borrower) that the Required Lenders have determined, that: (i) adequate and reasonable means do not exist for ascertaining ICE LIBOR for any requested Interest Period, including, without limitation, because the Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; (ii) the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which ICE LIBOR or the Screen Rate shall no longer be made available or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”) (either of the circumstances described in clause (i) above or this clause (ii) is a “Benchmark Transition Event”); or (iii) U.S. dollar-denominated syndicated credit facilities being executed at such time, or that include language similar to that contained in this Section are being executed or amended, as applicable, to incorporate or adopt a new benchmark replacement rate to replace ICE LIBOR and the Agent, the Borrower or the Required Lenders, as applicable, have elected to declare that an “Early-Opt-in Election” has occurred and the provision, as applicable, by the Agent of written notice of such election to the Borrower and the Lenders, by the Borrower or the Required Lenders of written notice of such election to the Agent, 25 NYDOCS02/1188161

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.07(a)(i) or (iiiii). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,00025.0 million, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)and the election of the Required Lenders, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended. (f) If the applicable Bloomberg screen (or other commercially available source providing such quotations as designated by the Administrative Agent from time to time) is unavailable, (i) the Administrative Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) with respect to Eurodollar Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. Notwithstanding the foregoing or any provision of this Agreement to the contrary, (i) if the Administrative Agent has reasonably determined that the circumstances described in clause (f) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances contemplated by clause (f) above have not arisen but the supervisor for the administrator of such rate or a governmental authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which such rate shall no longer be used for determining interest rates for loans, then after such determination, the Administrative Agent and the Borrower may amend this Agreement to replace the Eurodollar Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that has been broadly accepted by the syndicated loan market in the United States in lieu of the Eurodollar Rate at such time (any such proposed rate, a “Eurodollar Successor Rate”), and may enter into an amendment to this Agreement to reflect such Eurodollar Successor Rate and such other Eurodollar Successor Rate Conforming Changes. Notwithstanding anything to the contrary in this Agreement, any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent notice that such Required Lenders do not accept such amendment. If no Eurodollar Successor Rate has been determined and the circumstances under clause (f) above exist, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Advances shall be suspended (to the extent of any affected Eurodollar Advances or Interest Periods). Upon receipt of such notice, the Borrower may revoke any pending request for a Eurodollar Advance of, conversion to or continuation of Eurodollar Advances or, failing that, will be deemed to have converted such request into a request for a Base Rate Advance in the amount specified therein.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.07(a)(i) or (iiiii). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.07(a)(i) or (iiiii). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Borrower will, on the last day of the then existing Interest Period CA, Inc. Credit Agreement therefor, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (iiB) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert therefor be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended. (f) If the applicable Bloomberg page is unavailable, (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) with respect to Eurodollar Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii) or (iii)2.07. (b) If, due to a major disruption in the interbank funding market with respect to any Eurodollar Term SOFR Advances or Eurocurrency Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate Adjusted Term SOFR or the EURIBO Rate, as applicable, for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Term SOFR Advances or Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Borrowers and the Lenders, whereupon (i) each Eurodollar Rate Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, (ii) each Eurocurrency Rate Advance shall be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (iiiii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Term SOFR Advances or Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower Company shall fail to select the duration of any Interest Period for any Eurodollar Term SOFR Advances or Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower Company and the Lenders and such Revolving Advances or Letter of Credit Advances the Company will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect be deemed to Eurodollar Rate Advances and the Borrower shall fail to select have selected an Interest Period for such Advances, such Advances shall be made as Base Rate Advancesof one month. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Term SOFR Advances or Eurocurrency Rate Advances comprising constituting any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000the Borrowing Minimum, such Revolving Advances shall automatically (i) if such Advances are Term SOFR Advances, Convert into Base Rate Advances and (ii) if such Advances are Eurocurrency Rate Advances, be exchanged for an Equivalent amount of Dollars and Converted into Base Rate Advances. (e) Upon the occurrence and during the continuance of any If an Event of Default under Section 6.01(a)has occurred and is continuing and the Agent, at the request of the Required Lenders, so notifies the Company, then, so long as an Event of Default is continuing, (i) each Eurodollar Term SOFR Advance and each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period thereforshall automatically (A) if such Advance is a Term SOFR Advance, Convert into a Base Rate Advance and (B) if such Advance is a Eurocurrency Rate Advance, be exchanged for an Equivalent amount of Dollars and Converted into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Term SOFR Advances or Eurocurrency Rate Advances shall be suspended. (f) If (x) Term SOFR cannot be determined in accordance with the definition thereof, (y) the EURIBO Rate does not appear Bloomberg, Xxxxxxxx Reuters or on another nationally recognized service selected by the Agent or the Sub-Agent, or (z) the Overnight Rate cannot be determined in accordance with the definition thereof, (i) the Agent shall forthwith notify the Company and the Lenders that the interest rate cannot be determined for the applicable Advances, (ii) each such affected Advance will automatically, on the last day of the then existing Interest Period therefor (A) if such Advance is a Term SOFR Advance, Convert into a Base Rate Advance and (B) if such Advance is a Eurocurrency Rate Advance, be prepaid by the applicable Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make, or Convert Revolving Credit Advances into, Term SOFR Advances, Eurocurrency Rate Advances or Swing Line Advances, as applicable, shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Agent Except as specified in Sections 3.2, 3.3, 3.4, 3.5 and 3.7, the Loans shall give prompt notice bear interest on the unpaid principal amount thereof from time to time outstanding, until maturity, at the Borrower following rates: (i) (A) with respect to any Eurocurrency Borrowing denominated in US Dollars or Sterling, the Loans comprising each Eurocurrency Borrowing shall bear interest at the lesser of (x) the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin, and the Lenders of (y) the applicable Highest Lawful Rate, if any; and (B) with respect to any Eurocurrency Borrowing denominated in Euro, the Loans comprising each Eurocurrency Borrowing shall bear interest rate at the lesser of (x) the Adjusted EURIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin and (y) the applicable Highest Lawful Rate, if any; (ii) with respect to any ABR Loan, the lesser of (y) the Alternate Base Rate plus the Applicable Margin and (z) the applicable Highest Lawful Rate; (iii) with respect to any CDOR Loan, the lesser of (y) the CDOR Rate for the Interest Period in effect for such CDOR Loan plus the Applicable Margin and (z) the applicable Highest Lawful Rate; (iv) with respect to any Canadian Prime Loan, the lesser of (y) the Canadian Prime Rate plus the Applicable Margin and (z) the applicable Highest Lawful Rate; and (v) with respect to any Swingline Loan, the lesser of (y) the Alternate Base Rate plus the Applicable Margin and (z) the applicable Highest Lawful Rate. The applicable Alternate Base Rate, Adjusted LIBO Rate, Adjusted EURIBO Rate, CDOR Rate and Canadian Prime Rate shall be determined by the Administrative Agent Agent, and such determination shall be conclusive absent manifest error. Interest shall be calculated based on a year of 360 days, except that (i) interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for purposes the actual number of Section 2.10(a)(idays elapsed (including the first day but excluding the last day), (ii) interest computed with reference to the Canadian Prime Rate and the CDOR Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day and excluding the last day) and (iii) with respect to any Alternative Currency as to which a 365 or 366 day year, as the case may be, is customarily used as a basis for such calculation, interests with respect to Loans denominated in such Alternative Currency shall be computed on such basis. Interest in all cases shall be calculated and payable for the actual number of days elapsed (including the first day but excluding the last day). (b) IfProvided that no Default or Event of Default then exists, with respect any Borrower may, upon irrevocable written notice to any Eurodollar Rate Advances, the Required Lenders notify the applicable Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon in accordance with Section 3.1(c), (i) each Eurodollar Rate Advance will automaticallyelect to convert, on as of any Business Day, any ABR Loans (or any part thereof equal to the relevant Borrowing Minimum or an integral multiple of the relevant Borrowing Multiple in excess thereof) into Eurocurrency Loans; (ii) elect to convert, as of the last day of the then existing applicable Interest Period thereforPeriod, Convert into a Base Rate Advance, and any Eurocurrency Loans expiring on such day (ii) or any part thereof equal to the obligation relevant Borrowing Minimum or an integral multiple of the Lenders relevant Borrowing Multiple in excess thereof) into ABR Loans; or (iii) elect to makecontinue (for the same or a different Interest Period), as of the last day of the applicable Interest Period, any Eurocurrency Loans having Interest Periods expiring on such day (or any part thereof equal to the relevant Borrowing Minimum or an integral multiple of the relevant Borrowing Multiple in excess thereof); (iv) elect to convert, as of any Business Day, any Canadian Prime Loans (or any part thereof equal to the relevant Borrowing Minimum or an integral multiple of the relevant Borrowing Minimum in excess thereof) into CDOR Loans; (v) elect to convert, as of the last day of the applicable Interest Period, any CDOR Loans expiring on such day (or any part thereof equal to the relevant Borrowing Minimum or an integral multiple of the relevant Borrowing Multiple in excess thereof) into Canadian Prime Loans; or (vi) elect to continue (for the same or a different Interest Period), as of the last day of the applicable Interest Period, any CDOR Loans having Interest Periods expiring on such day (or any part thereof equal to the relevant Borrowing Minimum or an integral multiple of the relevant Borrowing Multiple in excess thereof); provided that, if at any time the outstanding principal amount of Eurocurrency Loans is reduced by payment, prepayment, or conversion of part thereof to Convert Revolving Advances be less than the Borrowing Minimum for Eurocurrency Loans, such Eurocurrency Loans, if in US Dollars, shall automatically convert into ABR Loans and if in Sterling or Letter of Credit Advances intoEuro, Eurodollar Rate Advances shall be suspended until automatically convert into Loans bearing interest at such rate as the Administrative Agent determines adequately reflects the costs of the applicable Lenders of making or maintaining such Loans, and on and after such date the right of the applicable Borrower to continue such Loans as, and convert such Loans into, Eurocurrency Loans shall notify terminate; provided further, that if at any time the outstanding principal amount of CDOR Loans is reduced by payment, prepayment, or conversion of part thereof to be less than the Borrowing Minimum for CDOR Loans, such CDOR Loans shall automatically convert into Canadian Prime Loans, and on and after such date the right of the applicable Borrower to continue such Loans as, and convert such Loans into, CDOR Loans shall terminate. The applicable Alternate Base Rate, Adjusted LIBO Rate or Canadian Prime Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. The Applicable Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Lenders that the circumstances causing Loans comprising each such suspension no longer existportion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued. Notwithstanding any other provision of this Section, no Borrower shall be permitted to change the currency of any Borrowing or to convert any Borrowing to a Type not permitted to be elected by it pursuant to this Agreement. No Interest Period may be elected that would end later than the scheduled Maturity Date. No Interest Period may be elected if such election would require the Administrative Agent to administer concurrently a combination of elective rates based on the Adjusted LIBO Rate and/or a combination of Interest Periods that exceed an aggregate of ten (10). (c) If To convert or continue a Loan as provided in Section 3.1(b), the Applicable Borrower shall fail deliver a Notice of Rate Change/Continuation in the form of Exhibit E (a “Notice of Rate Change/Continuation”), to select the duration Applicable Agent not later than 11:00 a.m., Local Time, at least (i) three Business Days in advance of the Change/Continuation Date, if such Loan is to be converted into or continued as a Eurocurrency Loan or CDOR Loan and is denominated in US Dollars or Canadian Dollars, (ii) four Business Days in advance of the Change/Continuation Date, if such Loan is denominated in an Alternative Currency other than Canadian Dollars; and (iii) one Business Day in advance of the Change/Continuation Date, if such Loan is to be converted into an ABR Loan or Canadian Prime Loan, specifying: (i) the date on which such Loan was made; (ii) the interest rate then applicable to such Loan; (iii) with respect to any Eurocurrency Loan or CDOR Loan, the Interest Period then applicable to such Loan; (iv) the amount of such Loan; (v) the currency in which such Loan was denominated; (vi) the proposed Change/Continuation Date; (vii) the aggregate principal amount of such Loans to be converted or continued; (viii) the Type of Loans resulting from the proposed conversion or continuation; and (ix) if the resulting Loans are Eurocurrency Loans or CDOR Loans, the Interest Period to be applicable to such Eurocurrency Loans or CDOR Loans, after giving effect to the proposed conversion or continuation, which shall be a period contemplated by the definition of the term “Interest Period.” (d) If, upon the expiration of any Interest Period for applicable to Eurocurrency Loans or CDOR Loans, (i) the Applicable Borrower has failed to repay such Loans or to select a new Interest Period to be applicable to such Loans prior to the applicable Business Day in advance of the Expiration Date of the current Interest Period applicable thereto as provided in Section 3.1(c), or (ii) any Eurodollar Rate Advances Default or Event of Default exists and the Administrative Agent so notifies the Borrower, the Applicable Borrower shall be deemed to have elected to convert any such Eurocurrency Loans denominated in accordance with US Dollars into ABR Loans or such CDOR Loans into Canadian Prime Loans, as the provisions contained in case may be, effective as of the definition Expiration Date of “such Interest Period” , and all conditions to such conversion shall be deemed to have been satisfied (unless such Loans are denominated in Section 1.01Sterling or Euro, in which case such Loans shall be continued as Eurocurrency Loans with an Interest Period of one month’s duration commencing on the last day of such Interest Period). (e) The Administrative Agent will promptly notify each applicable Lender of its receipt of a Notice of Rate Change/Continuation, or, if no timely notice is provided by the Applicable Borrower, the Administrative Agent will forthwith so promptly notify the Applicable Borrower and each applicable Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (f) During the existence of a Default or Event of Default, (i) no Borrower may elect to have any Borrowing converted into or continued as a Eurocurrency Borrowing or a Borrowing denominated in Canadian Dollars converted into or continued as a CDOR Borrowing, as the case may be, (ii) unless repaid, each Eurocurrency Borrowing denominated in US Dollars shall be converted into an ABR Borrowing, and each CDOR Loan shall be converted into a Canadian Prime Loan, in each case at the end of the Interest Period applicable thereto; and (iii) unless repaid, each Eurocurrency Borrowing denominated in an Alternative Currency (other than Canadian Dollars) shall be continued as a Eurocurrency Borrowing of the same Type with an Interest Period of one month. (g) Nothing herein shall authorize any Borrower to continue or change the interest rate applicable to any Eurocurrency Loan or CDOR Loan prior to the expiration of the Interest Period with respect thereto. No Alternative Currency Borrowing may be converted to an ABR Borrowing and no Borrowing denominated in one currency may be converted to another currency. (h) Notwithstanding anything set forth herein to the contrary (other than Section 13.10) if any principal of or interest on any Loan or any fee or other amount payable by a Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount, from time to time outstanding, shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal on any Loan, the lesser of (x) 2% above the interest rate otherwise applicable to such Loan and (y) the Highest Lawful Rate, or (ii) in the case of any other amount, the lesser of (x) 2% plus the rate applicable to ABR Loans at such time and (y) the Highest Lawful Rate. (i) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination in full of the Revolving Commitments; provided that (i) interest accrued pursuant to subsection (h) of this Section 3.1 shall be due on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency Loan or CDOR Loan prior to the end of the current Interest Period therefor, accrued and unpaid interest on such Loan shall be payable on the effective date of such conversion. All interest shall be paid in the currency in which the applicable Loan is denominated. (j) The Alternate Base Rate for each ABR Loan shall be determined by the Administrative Agent on the first day and on each day such ABR Loan shall be outstanding, or if such day is not a Business Day, on the next succeeding Business Day. The LIBO Rate or EURIBO Rate, as the case may be, for the Interest Period for each Eurocurrency Loan shall be determined by the Administrative Agent on the respective Quotation Date. The Canadian Prime Rate for each Canadian Prime Loan shall be determined by the Administrative Agent on the first day and on each day such Canadian Prime Loan shall be outstanding, or if such day is not a Business Day, on the next succeeding Business Day. The CDOR Rate for the Interest Period for each CDOR Loan shall be determined by the Administrative Agent on the first day of such Interest Period. (k) Each determination of an interest rate by the Administrative Agent shall be conclusive and binding upon the Borrower and the Lenders and such Revolving Advances or Letter in the absence of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advancesmanifest error. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i2.08(a)(i), (ii), (iii) or (iiiiv). (b) If, with respect to any Eurodollar Term Rate Advances, Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the Eurodollar applicable currency in the Relevant Interbank Market at or about 11:00 A.M. (New York City time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period (or, with respect to Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, on the relevant date of determination) or (ii) the Term Rate for any Interest Period (or, with respect to Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, for any relevant date of determination) for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Term Rate Advances in the applicable currency for such Interest PeriodPeriod (or, with respect to Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, for such date of determination), the Administrative Agent shall forthwith so notify the each Borrower and the Lenders, whereupon (iA) each Eurodollar the Borrower of such Term Rate Advance will automaticallyAdvances in such currency will, on the last day of the then existing Interest Period therefortherefor (or, with respect to Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, immediately), (1) if such Term Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate AdvanceAdvances and (2) if such Term Rate Advances or Alternative Currency Daily Rate Advances, as applicable, are denominated in a Committed Currency or other Foreign Currency (other than Dollars) prepay such Advances in the Committed Currency or other Foreign Currency in which they were made, and (iiB) the obligation of the Lenders to make, or to Convert or continue Revolving Advances or Letter of Credit Advances into, Eurodollar Term Rate Advances, Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, as applicable, in such currency shall be 90 Sealed Air – 4th A&R Syndicated Facility Agt suspended until the Administrative Agent shall notify the each Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall ; provided that, if the circumstances set forth in clause (ii) above are applicable with respect to Term Rate Advances, the applicable Borrower may elect, by notice to the Agent and the Lenders, to continue such Term Rate Advances in such Committed Currency (for the avoidance of doubt, other than Xxxxxxxx) or other Foreign Currency for Interest Periods of not apply to Swingline Loanslonger than one month, which may Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Term Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Agent and the Company as soon as practicable (but in any event not be converted or continuedlater than ten Business Days after the first day of such Interest Period). (c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Term Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the such Borrower and the Lenders who have extended such Term Rate and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period thereforfor such Advances, (i) in the case of Term Rate Advances denominated in Dollars, Convert such Term Rate Advances into Base Rate Advances. If no Advances are outstanding at , (ii) in the time case of delivery of a Notice of Borrowing with respect to Eurodollar Term Rate Advances denominated in a Committed Currency or other Foreign Currency (other than Dollars or Pesos), continue such Term Rate Advances as Term Rate Advances with a one-month Interest Period, and (iii) in the Borrower shall fail to select an Interest Period for such case of XXXX Xxxx Advances, continue such Advances shall be made TIIE Rate Advance as Base a TIIE Rate AdvancesAdvance with a 28-day Interest Period. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Term Rate Advances, Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,0005,000,000, such Revolving Advances shall automatically (i) in the case of Daily Simple SOFR Advances or Term Rate Advances denominated in Dollars, Convert such Term Rate Advances or Daily Simple SOFR Advances, as applicable, into Base Rate Advances, and (ii) in the case of Term Rate Advances denominated in a Committed Currency or other Foreign Currency (other than Dollars), on the last day of the applicable Interest Period for such Term Rate Advances, and the last day of each subsequent Interest Period for so long as the total of such Advances are less than the Equivalent of $5,000,000, (A) in the case of a Committed Currency or other Foreign Currency (other than Dollars or Pesos), continue such Term Rate Advances as Term Rate Advances with a one-month Interest Period and (B) in the case of Term Rate Advances in Pesos, continue such Term Rate Advances as TIIE Rate Advances with a 28-day Interest Period. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, upon the request of the Required Lenders, (i) each Eurodollar Term Rate Advance, each Daily Simple SOFR Advance and each Alternative Currency Daily Rate Advance will automatically, (A) with respect to Alternative Currency Daily Rate Advances denominated in Sterling and Daily Simple SOFR Advances, with immediate effect, and (B) with respect to Term Rate Advances, on the last day of the then existing Interest Period therefor, Convert (A) if such Advance is denominated in Dollars, be Converted into a Base Rate Advance and (B) if such Advance is denominated in a Committed Currency or other Foreign Currency (other than Dollars), be exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Term Rate Advances, Daily Simple SOFR Advances and Alternative Currency Daily Rate Advances shall be automatically suspended. 91 Sealed Air – 4th A&R Syndicated Facility Agt (f) For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 365-day year or 366-day year, as applicable, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 365 or 366, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement. Each of the Loan Parties confirms that it fully understands and is able to calculate the rate of interest applicable to the credit facility under this Agreement based on the methodology for calculating per annum rates provided for in this Agreement. The Agent agrees that if requested in writing by the Borrowers it will calculate the nominal and effective per annum rate of interest on the Facility outstanding at the time of such request and provide such information to the Borrowers promptly following such request; provided that any error in any such calculation, or any failure to provide such information on request, shall not relieve the Borrowers or any other Loan Party of any of its obligations under this Agreement or any other Loan Document, nor result in any liability to the Agent or any Lender. Each Loan Party hereby irrevocably agrees not to plead or assert, whether by way of defence or otherwise, in any proceeding relating to the Loan Documents, that the interest payable under the Loan Documents and the calculation thereof has not been adequately disclosed to the Loan Parties, whether pursuant to section 4 of the Interest Act (Canada) or any other applicable law or legal principle. (g) If any provision of this Agreement would oblige the CDN Revolver Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by applicable Law or would result in a receipt by that Lender of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Law or so result in a receipt by that Lender of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows (i) first, by reducing the amount or rate of interest required to be paid to the affected Lender under Section 2.08 and (ii) thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to the affected Lender which would constitute interest for purposes of section 347 of the Criminal Code (Canada). (i) If the Banco de México fails to publish the TIIE for the applicable Interest Period on the first Business Day of such Interest Period, either temporarily or on a definitive basis, the TIIE Rate shall be calculated applying any rate published by the Banco de México in substitution of the applicable TIIE Rate, and (ii) if clause (i) above is not available, the TIIE Rate shall be calculated based on the annual yield for the TIIE for a period closest to the duration of the applicable Interest Period, either compounded or calculated based on a 28, 91 or 182 day, as applicable, equivalent basis in substitution of the TIIE Rate. 92 Sealed Air – 4th A&R Syndicated Facility Agt

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.06(a)(i) or (iiiii). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,0005,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.08(a)(i) or (iiiii). (b) If, with respect to any Eurodollar Term SOFR Rate Advances, Advances or Alternative Currency Advances (i) the Required Lenders notify the Administrative Agent that (A) if applicable for an Alternative Currency, deposits are not being offered to banks in the Eurodollar applicable offshore interbank market for such currency for the applicable amount and Interest Period or determination date(s), as applicable to such Alternative Currency Advance or (B) the Term SOFR Rate or Alternative Currency Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Term SOFR Rate Advances or Alternative Currency Rate for such Interest PeriodPeriod or (ii) the Agent determines the interest rate applicable to Term SOFR Rate Advances or Alternative Currency Advances is not ascertainable or available (including, without limitation, because the applicable Bloomberg screen (or on any successor or substitute page on such screen) is unavailable), the Administrative Agent shall forthwith so notify the Borrower Company and the Lenders, whereupon (iA) each Eurodollar the Borrower of such Term SOFR Rate Advance will automaticallyAdvances or Alternative Currency Advances will, on the last day of the then existing Interest Period therefor, (1) if such Advances are Term SOFR Rate Advances, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (ii2) if such Advances are Alternate Currency Advances, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Term SOFR Rate Advances or Alternative Currency Advances shall be suspended until the Administrative Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Term SOFR Rate Advances or Alternative Currency Term Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the such Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, (i) if such Advances are Term SOFR Rate Advances, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for (ii) if such Advances Alternative Currency Advances, such Advances shall be made as exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Term SOFR Rate Advances or Alternative Currency Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000the Borrowing Minimum, such Revolving Advances shall automatically (i) if such Advances are Term SOFR Rate Advances, Convert into Base Rate Advances and (ii) if such Advances are Alternative Currency Rate Advances, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurodollar Term SOFR Rate Advance and Alternative Currency Advance will automatically, on the last day of the then existing Interest Period therefor, Convert (A) if such Advances are Term SOFR Rate Advances, be Converted into a Base Rate Advance Advances and (B) if Advances are Alternative Currency Advances, be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Lenders to makemake Term SOFR Rate Advances or Alternative Currency Advances, or to Convert Revolving Advances intointo Term SOFR Rate Advances, Eurodollar Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.07(a)(i) or (iiiii). (b) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Eurocurrency Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Base Rate Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.011.02, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period thereforfor such Eurocurrency Rate Advance, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,0005,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.07(a)(i) or (iiiii).. CA, Inc. Credit Agreement (ba) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (iiB) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (cb) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (dc) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (ed) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert therefor be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended. (e) If the applicable Bloomberg page is unavailable, (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) with respect to Eurodollar Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (f) Notwithstanding anything to the contrary in this Agreement, if the Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for any requested Interest Period, because the LIBOR Screen Rate is not available 15 CA, Inc. Credit Agreement 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 Agent has made a public statement identifying a specific date after which the Eurodollar Rate or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the Eurodollar Rate, then, reasonably promptly after such determination by the Agent or receipt by the Agent of such notice, as applicable, the Agent and the Borrower may amend this Agreement to replace the Eurodollar Rate 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. (New York time) on the fifth Business Day after the 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 Agent written notice that such Required Lenders do not accept such amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Advances shall be suspended, (to the extent of the affected Eurodollar Rate Advances or Interest Periods), and (y) the One Month LIBOR component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Advances (to the extent of the affected Eurodollar Rate Advances or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of, conversion to or continuation of Base Rate Advances (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. As used above:

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.06(a) or (iii2.06(b). (b) If, with respect prior to the commencement of any Eurodollar Rate Advances, Interest Period for a SOFR Advance and any Benchmark Transition Event pursuant to Section 2.18: (i) the Required Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining Term SOFR for any requested Interest Period; or (ii) the Majority Lenders notify the Administrative Agent (with a copy to the Borrower) that the Eurodollar Rate Majority Lenders have determined that Term SOFR for any requested Interest Period for such Revolving Advances or Letter of Credit Advances will with respect to a proposed SOFR Advance does not adequately and fairly reflect the cost to such Required the Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, SOFR Advance; then the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders give notice thereof to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loansby telephone, which may not be converted telecopy or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made electronic mail as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)promptly as practicable thereafter and, (ix) each Eurodollar Rate SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (iiy) until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, the obligation of the Lenders to make, make or to Convert Revolving Advances into, Eurodollar Rate into SOFR Advance (to the extent of the affected SOFR Advances or Interest Periods) shall be suspendedsuspended and the Borrower may revoke any pending request for a SOFR Advance, or Conversion of a SOFR Advance (to the extent of the affected SOFR Advance or Interest Period) or, failing that, will be deemed to have converted such request into a request for an Advance of or a Conversion to a Base Rate Advance in the amount specified therein.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.08(a)(i) or (iiiii). (b) If, with respect to any Eurodollar Term SOFR Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Term SOFR Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately and fairly reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Term SOFR Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Term SOFR Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Base Rate Advances into, Eurodollar Term SOFR Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Term SOFR Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Term SOFR Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,0005,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)6.01(e) or, at the discretion of the Agent or upon the request of the Required Lenders upon the occurrence and during the continuance of any other Event of Default, (i) each Eurodollar Term SOFR Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Term SOFR Rate Advances shall be suspended. (f) If on any date on which a Term SOFR Rate would otherwise be determined, the Agent shall have determined that: (i) adequate and reasonable means do not exist for ascertaining such Term SOFR Rate, or (ii) a contingency has occurred which materially and adversely affects the relevant market relating to the Term SOFR Rate, (A) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Term SOFR Rate Advances, (B) with respect to Term SOFR Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (C) the obligation of the Lenders to make Term SOFR Rate Advances or to Convert Revolving Credit Advances into Term SOFR Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Company and the Lenders Banks of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), 3.06(a) (iisolely with respect to Base Rate Advances determined on the basis of the one month Adjusted Term SOFR Rate) or (iiiand Section 3.06(b). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower Company shall fail to select the duration of any Interest Period for any Eurodollar Rate Term Benchmark Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower Company and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances Banks and the Borrower shall fail Company will be deemed to select have selected an Interest Period for such Advances, such Advances shall be made as Base Rate Advancesof one month. (dc) On the date on which If the aggregate unpaid principal amount of Eurodollar Rate Term Benchmark Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Advances shall automatically Convert into Base Rate AdvancesAdvances on the last day of the Interest Period applicable thereto. (d) Subject to clauses (e), (f), (g), (h), (i) and (j) of this ‎Section 3.07, if: (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) (A) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR Rate or the Term SOFR Rate (including because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the Adjusted Daily Simple SOFR Rate or the Daily Simple SOFR; or (ii) the Administrative Agent is advised by the Majority Banks that (A) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, the Adjusted Term SOFR Rate for such Interest Period will not adequately and fairly reflect the cost to such Banks of making or maintaining their Advances included in such Borrowing for such Interest Period or (B) at any time, the Adjusted Daily Simple SOFR Rate will not adequately and fairly reflect the cost to such Banks of making or maintaining their Advances included in such Borrowing; then the Administrative Agent shall give notice thereof to the Company and the Banks by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Company and the Banks that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Company delivers a new notice of Conversion in accordance with the terms of Section 3.08 or a new Notice of Borrowing in accordance with the terms of Section 3.02, (1) any notice of Conversion that requests the conversion of any Borrowing to, or Continuation of any Borrowing as, a Term Benchmark Borrowing and any Notice of Borrowing that requests a Term Benchmark Borrowing shall instead be deemed to be an notice of Conversion or Continuation or a Notice of Borrowing, as applicable, for (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR Rate is not also the subject of Section 3.07(d)(i) or (ii) above or (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR Rate also is the subject of Section 3.07(d)(i) or (ii) above and (2) any Notice of Borrowing that requests an RFR Borrowing shall instead be deemed to be a Notice of Borrowing, as applicable, for a Base Rate Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted. Furthermore, if any Term Benchmark Advance or RFR Advance is outstanding on the date of the Company’s receipt of the notice from the Administrative Agent referred to in this ‎Section 3.07(d) with respect to a Relevant Rate applicable to such Term Benchmark Advance or RFR Advance, then until (x) the Administrative Agent notifies the Company and the Banks that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Company delivers a new notice of Conversion in accordance with the terms of Section 3.08 or a new Notice of Borrowing in accordance with the terms of Section 3.02, (1) any Term Benchmark Advance shall on the last day of the Interest Period applicable to such Advance (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR Rate is not also the subject of Section 3.07(d)(i) or (ii) above or (y) a Base Rate Advance if the Adjusted Daily Simple SOFR Rate also is the subject of Section 3.07(d)(i) or (ii) above, on such day, and (2) any RFR Advance shall on and from such day be converted by the Administrative Agent to, and shall constitute a Base Rate Advance. (e) Upon Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark (including any related adjustments) for all 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 (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any 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 Banks 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 Banks comprising the Majority Banks. (f) Notwithstanding anything to the contrary herein or in any other Loan Document, 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. (g) The Administrative Agent will promptly notify the Company and the Banks of (and, if applicable, provide the relevant amendment to this Agreement related to) (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (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 Bank pursuant to this ‎Section 3.07, 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 during 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 3.07. (h) Notwithstanding anything to the continuance contrary herein or in any other Loan Document, at any time (including in connection with the implementation of any Event of Default under Section 6.01(aa Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR 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. (i) Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Company may revoke any request for (i) a Term Benchmark Borrowing, conversion to or continuation of Term Benchmark Advances to be made, converted or continued or (ii) a RFR Borrowing or conversion to RFR Advances, during any Benchmark Unavailability Period and, failing that, the Company will be deemed to have converted any request for a Term Benchmark Borrowing or RFR Borrowing, as applicable, into a request for a Borrowing of or conversion to (A) solely with respect to any such request for a Term Benchmark Borrowing, an RFR Borrowing so long as the Adjusted Daily Simple SOFR Rate is not the subject of a Benchmark Transition Event or (B) a Base Rate Borrowing if the Adjusted Daily Simple SOFR Rate is the subject of a Benchmark Transition Event. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate. Furthermore, if any Term Benchmark Advance or RFR Advance is outstanding on the date of the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Advance or RFR Advance, then until such time as a Benchmark Replacement is implemented pursuant to this ‎Section 3.07, (1) any Term Benchmark Advance shall on the last day of the Interest Period applicable to such Advance (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR Rate is not the subject of a Benchmark Transition Event or (y) a Base Rate Advance if the Adjusted Daily Simple SOFR Rate is the subject of a Benchmark Transition Event, on such day and (2) any RFR Advance shall on and from such day be converted by the Administrative Agent to, and shall constitute a Base Rate Advance. (j) Notwithstanding any contrary provision of this Agreement, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Majority Banks, so notifies the Company, then, so long as such Event of Default is continuing (i) unless repaid, each Eurodollar Rate Term Benchmark Advance will automatically, on the last final day of the then existing Interest Period therefor, Convert into a Base Rate Advance Advance, and (ii) the obligation of the Lenders to make, or Banks to Convert Revolving Base Rate Advances into, Eurodollar Rate into Term Benchmark Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.07(a)(i) or (iiiii). (b) IfSubject to Section 2.21, if, with respect to any Eurodollar Rate AdvancesBorrowing, the Required Lenders owed at least 51% of the aggregate principal amount thereof notify the Administrative Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurodollar Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Company and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Company will, on the last day of the then existing Interest Period therefor, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (iiB) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower Company shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower Company and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000the Borrowing Minimum, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended. (f) Subject to Section 2.21, if the applicable Reuters screen is unavailable for determining the Eurodollar Rate for any Eurodollar Rate Advances, and no other commercially available source providing quotations of the Eurodollar Rate have been agreed by the Agent and the Company, (i) the Agent shall forthwith notify the Company and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances comprising a Borrowing into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii) or (iii)2.07. (b) If, due to a major disruption in the interbank funding market with respect to any Eurodollar Eurocurrency Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Eurocurrency Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, (ii) each Eurocurrency Rate Advance denominated in Euros shall be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (iiiii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower Company shall fail to select the duration of any Interest Period for any Eurodollar Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower Company and the Lenders and such Revolving Advances or Letter of Credit Advances the Company will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect be deemed to Eurodollar Rate Advances and the Borrower shall fail to select have selected an Interest Period for such Advances, such Advances shall be made as Base Rate Advancesof one month. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising constituting any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000the Borrowing Minimum, such Revolving Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in Euros, be exchanged for an Equivalent amount of Dollars and Converted into Base Rate Advances. (e) Upon the occurrence and during the continuance of any If an Event of Default under Section 6.01(a)has occurred and is continuing and the Agent, at the request of the Required Lenders, so notifies the Company, then, so long as an Event of Default is continuing, (i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period thereforshall automatically (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in Euro, be exchanged for an Equivalent amount of Dollars and Converted into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended. (f) If the Eurodollar Rate does not appear on the selected Service or if the EURIBO Rate does not appear Bloomberg or on another nationally recognized service selected by the Agent, (i) the Agent shall forthwith notify the Company and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in Euros, be prepaid by the applicable Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders and the L/C Issuer of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.06(a)(i) or (iiiii). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,0005,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any an Event of Default under Section 6.01(a)) or an Event of Default with respect to the requirements of Section 5.03, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Borrowers and the Lenders Banks of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.13(a)(i) or (iii2.13(a)(ii). (b) If, with respect to any Eurodollar Rate Revolving Credit Advances, the Required Lenders Majority Banks notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders Majority Banks of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Borrowers and the LendersBanks, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders Banks to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower Borrowers and the Lenders Banks that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the a Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Administrative Agent will forthwith so notify the such Borrower and the Lenders Banks and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate AdvancesAdvances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a6.1(a), (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders Banks to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the relevant Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i), (ii2.07(a)(i) or (iiiii). (ba) If, with respect to any Eurodollar Rate Advances, the Required Majority Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest PeriodPeriod (which cost each such Lender reasonably determines in good faith is material), the Administrative Agent shall forthwith so notify the each Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the each Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (cb) If the Borrower any Borrower, in requesting a Borrowing comprised of Eurodollar Rate Advances, shall fail to select the duration of any the Interest Period for any such Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the such Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. (dc) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,0005,000,000, such Revolving Advances shall automatically automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. (ed) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended. (e) Notwithstanding anything to the contrary in this Agreement, if the Agent determines (which determination shall be conclusive absent manifest error), or the Company or Majority Lenders notify the Agent (with, in the case of the Majority Lenders, a copy to Company) that the Company or Majority Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a governmental authority having jurisdiction over the 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 2.08(f), 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 Agent or receipt by the Agent of such notice, as applicable, the Agent and the Company shall negotiate in good faith to 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 then-prevailing market 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). Notwithstanding anything to the contrary in Section 9.01, without any further action or consent of any party to this Agreement, any such amendment shall become effective at 5:00 P.M. (New York City time) on the fifth Business Day after the Agent shall have posted such proposed amendment to all Lenders and the Company unless, prior to such time, Lenders comprising the Majority Lenders have delivered to the Agent written notice that such Majority 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 Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Agent. 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 Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Advances shall be suspended, (to the extent of the affected Eurodollar Rate Advances or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Advances (to the extent of the affected Eurodollar Rate Advances or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Advances (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.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i2.08(a)(i), (ii), (iii) or (iiiiv). (b) If, with respect to any Eurodollar Term Rate Advances, Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the Eurodollar applicable currency in the Relevant Interbank Market at or about 11:00 A.M. (New York City time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period (or, with respect to Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, on the relevant date of determination) or (ii) the Term Rate for any Interest Period (or, with respect to Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, for any relevant date of determination) for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Term Rate Advances in the applicable currency for such Interest PeriodPeriod (or, with respect to Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, for such date of determination), the Administrative Agent shall forthwith so notify the each Borrower and the Lenders, whereupon (iA) each Eurodollar the Borrower of such Term Rate Advance will automaticallyAdvances in such currency will, on the last day of the then existing Interest Period therefortherefor (or, with respect to Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, immediately), (1) if such Term Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate AdvanceAdvances and (2) if such Term Rate Advances or Alternative Currency Daily Rate Advances, as applicable, are denominated in a Committed Currency or other Foreign Currency (other than Dollars) prepay such Advances in the Committed Currency or other Foreign Currency in which they were made, and (iiB) the obligation of the Lenders to make, or to Convert or continue Revolving Advances or Letter of Credit Advances into, Eurodollar Term Rate Advances, Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, as applicable, in such currency shall be suspended until the Administrative Agent shall notify the each Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall ; provided that, if the circumstances set forth in clause (ii) above are applicable with respect to Term Rate Advances, the applicable Borrower may elect, by notice to the Agent and the Lenders, to continue such Term Rate Advances in such Committed Currency (for the avoidance of doubt, other than Sterling) or other Foreign Currency for Interest Periods of not apply to Swingline Loanslonger than one month, which may Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Term Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Agent and the Company as soon as practicable (but in any event not be converted or continuedlater than ten Business Days after the first day of such Interest Period). (c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Term Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the such Borrower and the Lenders who have extended such Term Rate and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period thereforfor such Advances, (i) in the case of Term Rate Advances denominated in Dollars, Convert such Term Rate Advances into Base Rate Advances. If no Advances are outstanding at , (ii) in the time case of delivery of a Notice of Borrowing with respect to Eurodollar Term Rate Advances denominated in a Committed Currency or other Foreign Currency (other than Dollars or Pesos), continue such Term Rate Advances as Term Rate Advances with a one-month Interest Period, and (iii) in the Borrower shall fail to select an Interest Period for such case of TIIE Rate Advances, continue such Advances shall be made TIIE Rate Advance as Base a TIIE Rate AdvancesAdvance with a 28-day Interest Period. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Term Rate Advances, Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,0005,000,000, such Revolving Advances shall automatically (i) in the case of Daily Simple SOFR Advances or Term Rate Advances denominated in Dollars, Convert such Term Rate Advances or Daily Simple SOFR Advances, as applicable, into Base Rate Advances, and (ii) in the case of Term Rate Advances denominated in a Committed Currency or other Foreign Currency (other than Dollars), on the last day of the applicable Interest Period for such Term Rate Advances, and the last day of each subsequent Interest Period for so long as the total of such Advances are less than the Equivalent of $5,000,000, (A) in the case of a Committed Currency or other Foreign Currency (other than Dollars or Pesos), continue such Term Rate Advances as Term Rate Advances with a one-month Interest Period and (B) in the case of Term Rate Advances in Pesos, continue such Term Rate Advances as TIIE Rate Advances with a 28-day Interest Period. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, upon the request of the Required Lenders, (i) each Eurodollar Term Rate Advance, each Daily Simple SOFR Advance and each Alternative Currency Daily Rate Advance will automatically, (A) with respect to Alternative Currency Daily Rate Advances denominated in Sterling and Daily Simple SOFR Advances, with immediate effect, and (B) with respect to Term Rate Advances, on the last day of the then existing Interest Period therefor, Convert (A) if such Advance is denominated in Dollars, be Converted into a Base Rate Advance and (B) if such Advance is denominated in a Committed Currency or other Foreign Currency (other than Dollars), be exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Term Rate Advances, Daily Simple SOFR Advances and Alternative Currency Daily Rate Advances shall be automatically suspended. (f) For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 365-day year or 366-day year, as applicable, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 365 or 366, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement. Each of the Loan Parties confirms that it fully understands and is able to calculate the rate of interest applicable to the credit facility under this Agreement based on the methodology for calculating per annum rates provided for in this Agreement. The Agent agrees that if requested in writing by the Borrowers it will calculate the nominal and effective per annum rate of interest on the Facility outstanding at the time of such request and provide such information to the Borrowers promptly following such request; provided that any error in any such calculation, or any failure to provide such information on request, shall not relieve the Borrowers or any other Loan Party of any of its obligations under this Agreement or any other Loan Document, nor result in any liability to the Agent or any Lender. Each Loan Party hereby irrevocably agrees not to plead or assert, whether by way of defence or otherwise, in any proceeding relating to the Loan Documents, that the interest payable under the Loan Documents and the calculation thereof has not been adequately disclosed to the Loan Parties, whether pursuant to section 4 of the Interest Act (Canada) or any other applicable law or legal principle. (g) If any provision of this Agreement would oblige the CDN Revolver Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by applicable Law or would result in a receipt by that Lender of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Law or so result in a receipt by that Lender of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows (i) first, by reducing the amount or rate of interest required to be paid to the affected Lender under Section 2.08 and (ii) thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to the affected Lender which would constitute interest for purposes of section 347 of the Criminal Code (Canada). (i) If the Banco de México fails to publish the TIIE for the applicable Interest Period on the first Business Day of such Interest Period, either temporarily or on a definitive basis, the TIIE Rate shall be calculated applying any rate published by the Banco de México in substitution of the applicable TIIE Rate, and (ii) if clause (i) above is not available, the TIIE Rate shall be calculated based on the annual yield for the TIIE for a period closest to the duration of the applicable Interest Period, either compounded or calculated based on a 28, 91 or 182 day, as applicable, equivalent basis in substitution of the TIIE Rate.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Company and the Appropriate Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.10(a)(i2.07(a)(i), (ii), (iii) or (iiiiv) (other than with respect to the interest rate for the outstanding Swingline Advances which shall be determined by each applicable Swingline Lender). (b) IfTo the extent the circumstances described in Section 2.21 shall not have occurred, if, with respect to any Eurodollar SOFR Advance or Eurocurrency Rate AdvancesAdvance under any Facility, (x) the Required Lenders notify the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Term SOFR Reference Rate, Daily Simple SOFR or any applicable Eurocurrency Rate, as applicable, cannot be determined pursuant to the definition thereof (or, in the case of Daily Simple SOFR, shall no longer be determined pursuant to the proviso in the definition thereof), or (y) the Lenders owed at least 51% of the aggregate principal amount thereof determine that for any reason in connection with any request for a SOFR Advance or Eurocurrency Rate Advance, or a Conversion thereto or a continuation thereof, that the Term SOFR Reference Rate or any applicable Eurocurrency Rate for any requested Interest Period for such Revolving Advances Period, or Letter of Credit Advances will Daily Simple SOFR, as applicable, with respect to a proposed SOFR Advance or Eurocurrency Rate Advance does not adequately and fairly reflect the cost to such Required Lenders of makingmaking and maintaining such Advance, funding or maintaining their respective Eurodollar Rate Advances for and the Lenders owed at least 51% of the aggregate principal amount thereof have provided notice of such Interest Perioddetermination to the Agent, the Administrative Agent shall forthwith will promptly so notify the Borrower and each Appropriate Lender, whereupon (A) the Lendersobligation of the Appropriate Lenders to make Term SOFR Advances, whereupon Daily Simple SOFR Advances, or Eurocurrency Rate Advances, as applicable, and any right of the Borrower to continue any such affected SOFR Advances or Eurocurrency Rate Advances, as applicable, or to Convert Base Rate Advances to such affected SOFR Advances or Eurocurrency Rate Advances, as applicable, shall be suspended (to the extent of the affected SOFR Advances or Eurocurrency Rate Advances, as applicable, or affected Interest Periods, as applicable) until the Agent (with respect to clause (y), at the instruction of the Lenders owing at least 51% of the aggregate principal amount thereof) revokes such notice; (B) Upon receipt of such notice, (i) each Eurodollar the Borrower may revoke any pending request for a borrowing of, Conversion to or continuation of SOFR Advances or Eurocurrency Rate Advance Advances, as applicable (to the extent of the affected SOFR Advances or Eurocurrency Rate Advances, as applicable, or affected Interest Periods, as applicable) or, failing that, the Borrower will automaticallybe deemed to have Converted any such request into a request for a Borrowing of, on or Conversion to, (A) if the request applies to both the Term SOFR Reference Rate and Daily Simple SOFR, Base Rate Advances in the amount specified therein, (B) if the request applies to Daily Simple SOFR but not the Term SOFR Reference Rate, Term SOFR Advances with an Interest Period of one-month in the amount specified therein (or, if the Term SOFR Reference Rate shall be no longer available at such time, into Base Rate Advances in the amount specified therein), (C) if the request applies to the Term SOFR Reference Rate but not Daily Simple SOFR, Daily Simple SOFR Advances in the amount specified therein (or, if Daily Simple SOFR shall be no longer available at such time, into Base Rate Advances in the amount specified therein), and (D) if the request applies to any applicable Eurocurrency Rate, then such request shall be ineffective, and (ii)(A) any outstanding affected Term SOFR Advances, if applicable, will be deemed to have been Converted into Daily Simple SOFR Advances at the end of the applicable Interest Period (or, if Daily Simple SOFR shall be no longer available at such time, into Base Rate Advances), (B) any outstanding affected Daily Simple SOFR Advances, if applicable, will be deemed to have been Converted into Term SOFR Advances with an Interest Period of one-month (or, if the Term SOFR Reference Rate shall be no longer available at such time, into Base Rate Advances) and (C) any outstanding affected Eurocurrency Rate Advances, if applicable, at the Borrower’s election, shall (I) be Converted into Base Rate Advances denominated in Dollars (in an amount equal to the Dollar Equivalent of such Committed Currency), at the end of the applicable Interest Period, (II) be Converted into Daily Simple SOFR Advances denominated in Dollars (in an amount equal to the Dollar Equivalent of such Committed Currency), at the end of the applicable Interest Period, (III) be Converted into Term SOFR Advances denominated in Dollars (in an amount equal to the Dollar Equivalent of such Committed Currency) with an Interest Period of one-month, at the end of the applicable Interest Period or (IV) be prepaid in full immediately or at the end of the applicable Interest Period; provided, that, with respect to any Eurocurrency Rate Advance, if no election is made by the Borrower by the earlier of (x) the date that is three Business Days after receipt by the Borrower of such notice and (y) the last day of the then existing current Interest Period therefor, Convert into a Base for the applicable Eurocurrency Rate Advance, the Borrower shall be deemed to have elected clause (I) above. Upon any such Conversion, the Borrower shall also pay accrued interest on the amount so Converted, together with any additional amounts required pursuant to Section 8.04(c). Subject to Section 2.21, if the Agent determines (which determination shall be conclusive and (iibinding absent manifest error) that Adjusted Term SOFR cannot be determined pursuant to the obligation of definition thereof on any given day, the Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar interest rate on Base Rate Advances shall be suspended determined by the Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing revokes such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continueddetermination. (c) If the Borrower shall fail to to: (i) select the duration of any Interest Period for any Eurodollar Term SOFR Advances or Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Appropriate Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, (A) in the case of Term SOFR Advances, Convert into Base Rate Advances. If no Term SOFR Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such of one month, and (B) in the case of Eurocurrency Rate Advances, Convert into a Eurocurrency Rate Advance in the same Committed Currency with an Interest Period of one month; and (ii) notify the Agent that a Daily Simple SOFR Advance will Convert into an Advance of another Type in accordance with Section 2.09, then such Advances Daily Simple SOFR Advance shall be made continue to remain outstanding as Base Rate Advancesa Daily Simple SOFR Advance. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Term SOFR Advances or Eurocurrency Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000the Revolving Credit Borrowing Minimum, such Revolving Advances shall automatically (i) in the case of Term SOFR Advances, Convert into Daily Simple SOFR Advances (or, if Daily Simple SOFR shall be no longer available at such time, into Base Rate Advances), and (ii) in the case of Eurocurrency Rate Advances, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Eurodollar Term SOFR Advance or Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert (A) in the case of such Term SOFR Advances, be Converted into a Base Rate Advance Advances and (B) in the case of such Eurocurrency Rate Advances, be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Term SOFR Advances or Eurocurrency Rate Advances shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Company and the applicable Lenders of the applicable interest rate rates determined by the Administrative Agent for purposes of each clause of Section 2.10(a)(i), (ii) or (iii2.07(a). (b) If, with respect to any Eurodollar Rate AdvancesLoans of any Class, Lenders owed at least 50% of the Required Lenders then aggregate principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Company and the applicable Lenders, whereupon (i) each Eurodollar Rate Advance Loan of such Class will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate AdvanceLoan of such Class, and (ii) the obligation of the applicable Lenders to make, or to Convert Revolving Advances or Letter Loans of Credit Advances such Class into, Eurodollar Rate Advances Loans of such Class shall be suspended until the Administrative Agent shall notify the Borrower Borrowers and the such Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued. (c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances Loans in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the such Borrower and the Appropriate Lenders and such Revolving Advances or Letter of Credit Advances Loans will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate AdvancesLoans. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances Revolving Loans comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,00010,000,000 (or $5,000,000 in the case of Canadian Revolving Loans), such Revolving Advances Loans shall automatically Convert into Base Rate AdvancesRevolving Loans. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)6.02(a) or, in the case of and with respect to Revolving Loans, any Borrowing Base Deficiency, (i) each applicable Eurodollar Rate Advance Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance Loan and (ii) the obligation of the applicable Lenders to make, or to Convert Revolving Advances Loans into, Eurodollar Rate Advances Loans shall be suspended. (f) If Xxxxxx Screen LIBOR01 is unavailable for determining the Eurodollar Rate for any Eurodollar Rate Loans, (i) the Agent shall forthwith notify the Borrowers and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Loans, (ii) with respect to Eurodollar Rate Loans, each such Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan (or if such Revolving Loan is then a Base Rate Loan, will continue as a Base Rate Loan), and (iii) the obligation of the Lenders to make Eurodollar Rate Loans or to Convert Base Rate Loans into Eurodollar Rate Loans shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist. (g) With respect to Revolving Loans made to Kodak Canada, whenever a rate of interest hereunder is calculated on the basis of a year (the “deemed year”) which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate for purposes of the Interest Act (Canada) by multiplying such rate of interest by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year. (h) With respect to Revolving Loans made to Kodak Canada, the principle of deemed reinvestment of interest shall not apply to any interest calculation under this Agreement; all interest payments to be made hereunder shall be paid without allowance or deduction for reinvestment or otherwise, before and after maturity, default and judgment. The rates of interest specified in this Agreement are intended to be nominal rates and not effective rates. Interest calculated hereunder shall be calculated using the nominal rate method and not the effective rate method of calculation. (i) Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable law (the “Maximum Rate”). If the Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the applicable Loans or, if it exceeds such unpaid principal, refunded to the Borrowers, as applicable. In determining whether the interest contracted for, charged, or received by the Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder. (j) Notwithstanding any provision of this Agreement, in no event shall the aggregate “interest” (as defined in Section 347 of the Criminal Code (Canada)) payable by Kodak Canada under this Agreement exceed the effective annual rate of interest on the “credit advanced” (as defined in the Section) under this Agreement lawfully permitted by that Section and, if any payment, collection or demand pursuant to this Agreement in respect of “interest” (as defined in that Section) is determined to be contrary to the provisions of that Section, such payment, collection or demand shall be deemed to have been made by mutual mistake of Kodak Canada and the Lenders and the amount of such payment or collection shall be refunded to Kodak Canada. For the purposes of this Agreement, the effective annual rate of interest shall be determined in accordance with generally accepted actuarial practices and principles over the relevant term and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Lenders will be prima facie evidence of such rate.