Common use of Interest Rate Determination Clause in Contracts

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrowers and the Banks of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i) or 2.13(a)(ii). (b) If, with respect to any Eurodollar Rate Advances, the Majority Banks notify the Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers and the Banks, 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 Banks to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers and the Banks that the circumstances causing such suspension no longer exist. (c) If 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 Agent will forthwith so notify such Borrower and the Banks and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into 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 $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower 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 Banks to make Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspended.

Interest Rate Determination. (a) Each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. The Agent shall give prompt notice to each of the Borrowers and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.07(a)(i) or 2.13(a)(ii2.07(a)(ii), and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.07(a)(ii). (b) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Majority Banks Required Lenders in good faith notify the Agent that either (1) the Eurodollar Eurocurrency Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify each of the Borrowers and the BanksLenders, whereupon (ii)(A) each Eurodollar Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then existing Interest Period therefor, automatically Convert into a Base Rate AdvanceAdvances, and (B) each Eurocurrency Rate Advance denominated in any Optional Currency will automatically be exchanged for an Equivalent of Dollars and Convert into Base Rate Advances, and (ii) the obligation of the Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Agent shall notify each of the Borrowers and the Banks Lenders that the circumstances causing such suspension no longer exist. (c) If a 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 Agent will forthwith so notify such Borrower each of the Borrowers and the Banks Lenders and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Eurocurrency Rate AdvancesAdvances denominated in the same Optional Currency and having an Interest Period of one week. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000 (or the Equivalent in any other Optional Currency thereof), such Revolving Credit Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and the applicable Borrower shall pay (ii) if such Eurocurrency Rate Advances are denominated in any amounts required to other Optional Currency, be paid pursuant Section 8.4(c) as a result exchanged for an Equivalent amount of such ConversionDollars and Convert into Base Rate Advances. (e) If Upon the occurrence and during the continuance of any Event of Default exists as to any BorrowerDefault, (i) each Eurodollar Eurocurrency Rate Advance made will, upon the written request of the Agent (at the request of the Required Lenders), on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any other Optional Currency, 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 Advances into, Eurocurrency Rate Advances shall be suspended. (f) If either, with respect to Eurocurrency Rate Advances denominated in Dollars, the Reuters Screen LIBOR01 Page, or, with respect to Eurocurrency Rate Advances denominated in any other Optional Currency, the Reuters Screen LIBOR01 Page, is unavailable and, in each such case, fewer than two Reference Banks furnish timely information to the Agent for determining the applicable Eurocurrency Rate, (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 (iiB) if such Eurocurrency Rate Advance is denominated in any Optional 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 Banks Lenders to make Eurodollar Eurocurrency Rate Advances to such Borrower, and or to Convert Advances made to such Borrower into Eurodollar Eurocurrency Rate Advances, Advances shall be suspendedsuspended until the Agent shall notify each of 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 Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.13(a)(i2.07(a) or 2.13(a)(ii(b). (b) If, with respect to any Eurodollar Rate Advances, (i) the Majority Banks Required Lenders notify the Administrative Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2ii) Dollar deposits for the relevant amounts and Interest Period for their respective a Eurodollar Rate Advances are cannot available to them in the London interbank marketbe determined or is otherwise unavailable, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, 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 Banks Lenders to make, or to Convert Revolving Credit Advances into, make Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist. (c) If a Borrower shall fail to select Upon the duration occurrence and during the continuance 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 Agent will forthwith so notify such Borrower and the Banks and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into 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 $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion. (e) If any Event of Default exists as to any Borrower, Default, (i) each Eurodollar Rate Advance made to such Borrower 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) no outstanding Borrowing may be Converted to or Continued as a Eurodollar Rate Advance. (d) The Borrower may on any Business Day, upon written notice given to the obligation Agent not later than 11:00 a.m. on the third Business Day prior to the date of the Banks proposed Conversion or Continuation and subject to make the provisions of Section 2.08(c), Convert all Advances of one Type comprising the same Borrowing hereunder into Advances of the other Type or Continue all Eurodollar Rate Advances comprising the same Borrowing hereunder for a new Interest Period; provided, however, that any Conversion of Eurodollar Rate Advances into Base Rate Advances and any Continuation of Eurodollar Rate Advances for a new Interest Period shall be made only (x) on the last day of an Interest Period for such Eurodollar Rate Advances or (y) on any day other than the last day of an Interest Period for such Eurodollar Rate Advances so long as the Borrower pays the amounts payable pursuant to such BorrowerSection 8.04(c), and to Convert any Conversion of Base Rate Advances made to such Borrower into Eurodollar Rate Advances, Advances or Continuation of Eurodollar Rate Advances shall be suspended.in an amount not less than the minimum amount specified in Section

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.07(a)(i) or 2.13(a)(ii(ii). (b) If, with respect to any Eurodollar Rate AdvancesSOFR Advances under any Facility, (x) the Majority Banks Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof or (y) the Lenders owed at least 51% of the aggregate principal amount thereof notify the Agent that either (1) the Eurodollar Rate Term SOFR for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Required Lenders of making, funding or maintaining their respective Eurodollar Rate SOFR Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, whereupon (i) each Eurodollar Rate SOFR 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 Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate SOFR Advances shall be suspended until the Agent shall notify the Borrowers and the Banks Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist. Subject to Section 2.22, 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 determined by the Agent without reference to clause (c) of the definition of “Base Rate” until the Agent revokes such determination. (c) If a the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate SOFR Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify such the Borrower and the Banks Lenders and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advancesa SOFR Borrowing having an Interest Period of one month. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate SOFR Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,0001,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such ConversionAdvances. (e) If Upon the occurrence and during the continuance of any Event of Default exists as to any BorrowerDefault, (i) each Eurodollar Rate SOFR Advance made to such Borrower 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 Banks Lenders to make Eurodollar Rate Advances to such Borrowermake, and or to Convert Advances made to such Borrower into Eurodollar Rate Advancesinto, SOFR Advances shall be suspended.

Interest Rate Determination. (a) Each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) The Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.06(a) or 2.13(a)(ii(b), and the applicable rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(b). (bc) If fewer than two Reference Banks furnish timely information to the Agent for determining the Eurodollar Rate, due to the unavailability of funds to such Reference Banks in the relevant financial markets: (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, 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. (d) If, with respect to any Eurodollar Rate Advances, the Majority Banks Lenders notify the Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, 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 Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist. (ce) If a the Borrower shall fail to (i) select the duration of any Interest Period for any Eurodollar Rate Advances Advance in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.011.01 or (ii) provide a Notice of Conversion with respect to any Eurodollar Rate Advance on or prior to 12:00 noon on the third Business Day prior to the last day of the Interest Period applicable thereto, the Agent will forthwith so notify such the Borrower and the Banks Lenders and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into 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 $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance Advance. (f) On the date on which the aggregate unpaid principal amount of Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the product of (i) $1,000,000 and (ii) the obligation number of the Banks to make Eurodollar Rate Lenders on such date, such Advances to such Borrowershall, and to Convert if they are Advances made to such Borrower into Eurodollar 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 suspendedof 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 the product of (i) $1,000,000 and (ii) the number of Lenders on such date, 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. (g) Upon the occurrence and during the continuance of any Event of Default, each outstanding Eurodollar Rate Advance shall automatically Convert into a Base Rate Advance at the end of the Interest Period then in effect for such Eurodollar Rate Advance.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Company and the Banks Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.13(a)(i2.07(a) or 2.13(a)(ii(b). (b) If, with respect to any Eurodollar Rate Advances, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Company) 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 Lenders notify the Administrative Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Administrative Agent shall forthwith so notify the Borrowers Company and the BanksLenders, 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 Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Company and the Banks Lenders that the circumstances causing such suspension no longer exist. (c) If a Borrower the 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 such Borrower the Company and the Banks Lenders and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If an Event of Default shall have occurred and be continuing, each Eurodollar Rate Advance shall automatically Convert into a Base Rate Advance at the end of the Interest Period then in effect for such Eurodollar Rate Advance. (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 $5,000,00020,000,000, such Revolving Credit Advances shall shall, if they are Eurodollar Rate Advances, automatically Convert into Base Rate Advances, and on and after such date the right of the Company to Convert such Advances into Eurodollar 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 Eurodollar Advances comprising another Borrowing or other Borrowings, and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result aggregate unpaid principal amount of such Conversion. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower 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 Banks to make all Eurodollar Rate Advances shall equal or exceed $20,000,000, the Company shall have the right to continue all such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspendedAdvances as Advances having such Interest Period.

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrowers and the Banks of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i) or 2.13(a)(ii).[Intentionally Left Blank] (b) If, with respect to any Eurodollar Rate Advances, If the Majority Banks Lenders owed at least 51% of the aggregate principal amount of the Term Loans notify the Agent that either (1i) 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 the Term Loans in sufficient amounts to fund their respective Term Loan or (ii) the Eurodollar Eurocurrency Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Lenders of making, funding or maintaining their respective Eurodollar Rate Advances Term Loans for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Company and the BanksLenders, whereupon (i) each Eurodollar Rate Advance will automaticallythe Company will, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) therefor prepay the obligation of the Banks to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers and the Banks that the circumstances causing such suspension no longer existTerm Loans. (c) If a Borrower shall fail to select Without limiting the duration Agent and the Lender’s rights and remedies hereunder, upon the occurrence and during the continuation of any an Event of Default, unless the Agent otherwise agrees in its sole discretion, the Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, Term Loans shall be one (1) month. (d) [Intentionally Left Blank] (e) [Intentionally Left Blank] (f) If the Agent will determines that reasonable means do not exist for ascertaining the Eurocurrency Rate, (i) the Agent shall forthwith so notify such Borrower the Company and the Banks and such Revolving Credit Advances will automaticallyLenders that the Eurocurrency Rate cannot be determined, and (ii) the Company shall, on the last day of the then existing Interest Period thereforfor the Term Loans, Convert into Base Rate Advances. (d) On prepay, without penalty, the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by Term Loans in full with accrued interest; provided that if such payment or prepayment or otherwise, to less than $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance is not made to such Borrower will automatically, on the last day of the then existing an Interest Period thereforPeriod, Convert into a Base Rate Advance and (ii) the obligation of the Banks to make Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, payment shall be suspendedsubject to Section 9.04(c).

Interest Rate Determination. (a) Each Reference Bank agrees, if requested by the Agent, to furnish to the Agent timely information for the purpose of determining each Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. The Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.06(a)(i) or 2.13(a)(ii(ii), and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.06(a)(ii). (b) If, with respect to any Eurodollar Rate Advances, the Majority Banks Lenders owed at least a majority of the aggregate principal amount thereof notify the Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, 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 Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist. (c) If a 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 Agent will forthwith so notify such the Borrower and the Banks Lenders and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into 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 $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such ConversionAdvances. (e) If Upon the occurrence and during the continuance of any Event of Default exists as to any Borrowerunder Section 6.01(a), (i) each Eurodollar Rate Advance made to such Borrower 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 Advances into, Eurodollar Rate Advances shall be suspended. (f) If Moneyline Telerate Markets Page 3750 (or any successor page) is unavailable and fewer than two Reference Banks 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) 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 to such Borrower, and or to Convert Advances made to such Borrower into Eurodollar Rate Advances, 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 Agent shall give prompt notice to the Borrowers Borrower and the Banks of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.10(a) or 2.13(a)(ii(b). (b) If the Agent shall, at least one Business Day before the date of any requested Borrowing or the Conversion or continuation of any Borrowing, notify the Borrower and the Banks that adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Advance, the Agent shall forthwith notify the Borrower and the Banks that the interest rate cannot be determined for such Eurodollar Advances, whereupon (i) each such Advance will automatically, on the last day of the then outstanding Interest Period therefor, Convert into, and with respect to a requested Advance as part of a requested Borrowing, such Advance shall be, a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (ii) the rights of the Borrower to select, and the obligation of the Banks to make, or to Convert Advances into or continue Advances as, Eurodollar Advances shall be suspended until the Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist. (c) If, with respect to any Eurodollar Rate Advances, the Majority Banks shall at least one Business Day before the requested date of, or the proposed Conversion or continuation of the Advances comprising all or part of, any Borrowing, notify the Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks of making, funding or maintaining their respective Eurodollar Advances bearing interest at a Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Borrower and the Banks, whereupon whereupon (i) each such outstanding Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into or be continued as, and with respect to a requested Advance as part of a requested Borrowing, such Advance shall be, a Base Rate Advance), and and (ii) the rights of the Borrower to select, and the obligation of the Banks to make, or to Convert Revolving Credit Advances intointo or continue Advances as, Eurodollar Rate Advances shall be suspended until the Majority Banks have notified the Agent, and the Agent shall notify the Borrowers Borrower and the Banks that the circumstances causing such suspension no longer exist. (cd) [Reserved] (e) [Reserved] (f) The Agent shall, upon becoming aware that the circumstances causing any such suspension referred to in Sections 2.12(b), 2.12(c) or 2.16 no longer apply, promptly so notify the Borrower; provided that the failure of the Agent to so notify the Borrower shall not impair the rights of the Banks under this Section 2.12 or Section 2.16, as applicable, or expose the Agent to any liability. (g) If a (i) 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 the provisions of this Section 2.13, or (ii) is not entitled to Convert or continue such Advances into or as Eurodollar Rate Advances pursuant to this Section 2.13, the Agent will forthwith so notify such the Borrower and the Banks and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into (x) in the case of clause (i) above, Eurodollar Advances having an Interest Period of one month and (y) otherwise, Base Rate Advances. (dh) 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 $5,000,000, such Revolving Credit Advances shall shall, if they are Eurodollar Advances, automatically Convert into Base Rate Advances; 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 applicable aggregate unpaid principal amount of all such Advances shall equal or exceed $5,000,000, the Borrower shall pay any amounts required have the right to be paid pursuant Section 8.4(c) as a result continue all such Advances as, or to Convert all such Advances into, Advances of such ConversionType having such Interest Period. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower 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 Banks to make Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspended.

Interest Rate Determination. (a) If the Eurodollar Rate does not appear on Page 3750 of the Telerate Service (or any successor page), each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each Eurodollar Rate. If the Eurodollar Rate does not appear on said Page 3750 (or any successor page), and if any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. The Agent shall give prompt notice to the Borrowers Company and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i) or 2.13(a)(ii2.07, and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.07(b). (b) If, due to a major disruption in the interbank funding market with respect to any Eurodollar Rate Advances, the Majority Banks Required Lenders notify the Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, 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 Banks Lenders to 5-Year Credit Agreement ----------------------- NY3:#7330584v6 make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers Company and the Banks Lenders that the circumstances causing such suspension no longer exist. (c) If a Borrower the 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 Agent will forthwith so notify such Borrower the Company and the Banks Lenders and such Revolving Credit Advances the Company will automatically, on the last day of the then existing be deemed to have selected an Interest Period therefor, Convert into Base Rate Advancesof one month. (d) On the date on which If 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 $5,000,00010,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and on the last day of the Interest Period applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversionthereto. (e) If Upon the occurrence and during the continuance of any Event of Default exists as to any BorrowerDefault, (i) each Eurodollar Rate Advance made to such Borrower 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 Banks Lenders to make make, or to Convert Advances into, Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspended. (f) If the Eurodollar Rate does not appear on Page 3750 of the Telerate Service (or any successor page) and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances, (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, or to Convert Revolving Credit 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. (a) The Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.07(a)(i) or 2.13(a)(ii(ii). (b) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Majority Banks Required Lenders notify the Agent that either (1i) 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 Eurocurrency Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Borrower 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 Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist (which notice shall be given promptly after such circumstances cease to exist); provided that, if the circumstances set forth in clause (ii) above are applicable, the Borrower may elect, by notice to the Agent and the Lenders, to continue such Advances in such Committed Currency for Interest Periods of not longer than one month, which 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 Borrower as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period). (c) If a 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 Agent will forthwith so notify such the Borrower and the Banks Lenders and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base be continued as Eurocurrency Rate AdvancesAdvances having an interest period of one month. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000, such Revolving Credit Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be paid pursuant Section 8.4(c) as a result exchanged for an Equivalent amount of such ConversionDollars and Convert into Base Rate Advances. (e) If Upon the occurrence and during the continuance of any Event of Default exists as to any BorrowerDefault, (i) each Eurodollar Eurocurrency Rate Advance made to such Borrower 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 into an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Banks Lenders to make Eurodollar Rate Advances to such Borrowermake, and or to Convert Advances made to such Borrower into Eurodollar into, Eurocurrency Rate Advances, Advances shall be suspended; provided that Borrower may elect, by notice to the Agent and the Lenders within one Business Day of such Event of Default, to continue such Advances in such Committed Currency, whereupon the Agent may require that each Interest Period relating to such Eurocurrency Rate Advances shall bear interest at the Overnight Eurocurrency Rate for a period of three Business Days and thereafter, each such Interest Period shall have a duration of not longer than one month. “Overnight Eurocurrency Rate” means the rate per annum applicable to an overnight period beginning on one Business Day and ending on the next Business Day equal to the sum of 1%, the Applicable Margin and the average, rounded upward to the nearest whole multiple of 1/100th of 1%, if such average is not such a multiple, of the respective rates per annum quoted by JPMCB as the rate at which it is offering overnight deposits in the relevant currency in amounts comparable to JPMCB’s Eurocurrency Rate Advances.

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrowers and the Banks of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i) or 2.13(a)(ii). (b) If, with respect to any Eurodollar Rate Advances, the Majority Banks notify the Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers and the Banks, 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 Banks to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers and the Banks that the circumstances causing such suspension no longer exist. (c) If 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 Agent will forthwith so notify such Borrower and the Banks and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into 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 $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower 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 Banks to make Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspended.

Interest Rate Determination. (a) Each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. The Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.07(a)(i) or 2.13(a)(ii(ii), and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.07(a)(ii). (b) If, with respect to any Eurodollar Rate AdvancesAdvances under any Facility, the Majority Banks Lenders owed at least 51% of the aggregate principal amount thereof notify the Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, 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 Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers and the Banks Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist. (c) If a 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 Agent will forthwith so notify such the Borrower and the Banks Lenders and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base a Eurodollar Rate AdvancesBorrowing having an Interest Period of one month. (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 $5,000,0001,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such ConversionAdvances. (e) If Upon the occurrence and during the continuance of any Event of Default exists as to any BorrowerDefault, (i) each Eurodollar Rate Advance made to such Borrower 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 Advances into, Eurodollar Rate Advances shall be suspended. (f) If Reuters Screen LIBOR01 Page is unavailable and fewer than two Reference Banks 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) 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 to such Borrower, and or to Convert Advances made to such Borrower into Eurodollar Rate Advances, 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) Each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) The Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.07(a) or 2.13(a)(ii(b), and the applicable rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.07(b). (bc) If fewer than two Reference Banks furnish timely information to the Agent for determining the Eurodollar Rate, due to the unavailability of funds to such Reference Banks in the relevant financial markets: (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for 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, 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. (d) If, with respect to any Eurodollar Rate Advances, the Majority Banks Lenders notify the Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, 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 Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist. (ce) If a the Borrower shall fail to (i) select the duration of any Interest Period for any Eurodollar Rate Advances Advance in accordance with the provisions contained in the definition of “Interest Period” "INTEREST PERIOD" in Section 1.011.01 or (ii) provide a Notice of Conversion with respect to any Eurodollar Rate Advance on or prior to 12:00 noon on the third Business Day prior to the last day of the Interest Period applicable thereto, the Agent will forthwith so notify such the Borrower and the Banks Lenders and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into 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 $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance Advance. (f) On the date on which the aggregate unpaid principal amount of Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the product of (i) $1,000,000 and (ii) the obligation number of the Banks to make Eurodollar Rate Lenders on such date, such Advances to such Borrowershall, and to Convert if they are Advances made to such Borrower into Eurodollar 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 suspendedof 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 the product of (i) $1,000,000 and (ii) the number of Lenders on such date, 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. (g) Upon the occurrence and during the continuance of any Event of Default, each outstanding Eurodollar Rate Advance shall automatically Convert into a Base Rate Advance at the end of the Interest Period then in effect for such Eurodollar Rate Advance.

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.07(a)(i) or 2.13(a)(ii(ii). (b) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Majority Banks Required Lenders notify the Agent that either (1i) 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 Eurocurrency Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Borrower 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 Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable, the Borrower may elect, by notice to the Agent and the Lenders, to continue such Advances in such Committed Currency for Interest Periods of not longer than one month, which 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 Borrower as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period). (c) If a 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 Agent will forthwith so notify such the Borrower and the Banks Lenders and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base be continued as Eurocurrency Rate AdvancesAdvances having an interest period of one month. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000, such Revolving Credit Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be paid pursuant Section 8.4(c) as a result exchanged for an Equivalent amount of such ConversionDollars and Convert into Base Rate Advances. (e) If Upon the occurrence and during the continuance of any Event of Default exists as to any BorrowerDefault, (i) each Eurodollar Eurocurrency Rate Advance made to such Borrower 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 into an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Banks Lenders to make Eurodollar Rate Advances to such Borrowermake, and or to Convert Advances made to such Borrower into Eurodollar into, Eurocurrency Rate Advances, Advances shall be suspended; provided that Borrower may elect, by notice to the Agent and the Lenders within one Business Day of such Event of Default, to continue such Advances in such Committed Currency, whereupon the Agent may require that each Interest Period relating to such Eurocurrency Rate Advances shall bear interest at the Overnight Eurocurrency Rate for a period of three Business Days and thereafter, each such Interest Period shall have a duration of not longer than one month. “Overnight Eurocurrency Rate” means the rate per annum applicable to an overnight period beginning on one Business Day and ending on the next Business Day equal to the sum of 1%, the Applicable Margin and the average, rounded upward to the nearest whole multiple of 1/16 of 1%, if such average is not such a multiple, of the respective rates per annum quoted by JPMCB as the rate at which it is offering overnight deposits in the relevant currency in amounts comparable to JPMCB’s Eurocurrency Rate Advances.

Interest Rate Determination. (a) The Agent Lender shall give prompt notice to the Borrowers and the Banks Borrower of the applicable interest rate determined by the Agent Lender for purposes of Section 2.13(a)(i2.06(a)(i) or 2.13(a)(ii(ii). (b) If, with respect to any Eurodollar Rate AdvancesLoans, the Majority Banks notify the Agent Lender determines that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances Loans will not adequately reflect the cost to such Majority Banks the Lender of making, funding or maintaining their respective the Eurodollar Rate Advances Loans for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent Lender shall forthwith so notify the Borrowers and the BanksBorrower, whereupon (i) each such 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 Banks Lender to make, or to Convert Revolving Credit Advances Loans into, Eurodollar Rate Advances Loans shall be suspended until the Agent Lender shall notify the Borrowers and the Banks Borrower that the circumstances causing such suspension no longer exist. (c) If a 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 Agent Lender will forthwith so notify such the Borrower and the Banks and such Revolving Credit Advances Loans will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate AdvancesLoans. (d) On the date on which the aggregate unpaid principal amount of any Eurodollar Rate Advances comprising any Revolving Credit Borrowing Loan shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000250,000, such Revolving Credit Advances Loans shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such ConversionLoans. (e) If Upon the occurrence and during the continuance of any Default under Section 5.01(a) or 5.01(f) or any Event of Default exists as to any BorrowerDefault, (i) each Eurodollar Rate Advance made to such Borrower 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 Banks Lender to make make, or to Convert Loans into, Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, Loans shall be suspended.

Interest Rate Determination. (a) Each Reference Bank --------------------------- agrees to furnish to the Agent timely information for the purpose of determining each Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) The Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.07(a)(i) or 2.13(a)(ii(ii), and the applicable rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.07(a)(ii). (bc) If Telerate Markets Page 3750 is unavailable and fewer than two Reference Banks 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) 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, or to Convert Revolving Credit 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. (d) If, with respect to any Eurodollar Rate Advances, the Majority Banks Required Lenders notify the Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, 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 Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist. (ce) If a 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 Agent will forthwith so notify such the Borrower and the Banks Lenders and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Eurodollar Rate AdvancesAdvances having an Interest Period of one month. (df) 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 $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such ConversionAdvances. (eg) If Upon the occurrence and during the continuance of any Event of Default exists as to any BorrowerDefault, (i) each Eurodollar Rate Advance made to such Borrower 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 Banks Lenders to make make, or to Convert Advances into, Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspended.

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.08(a)(i) or 2.13(a)(ii(ii) and Section 2.08(b), and, if necessary, the applicable rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.08(a)(ii). (b) If LIBOR for any LIBOR Advance cannot be determined because the rate as set forth by the Bloomberg Information Service or any successor thereto or any other service selected by the Agent which has been nominated by the British Bankers’ Association as an authorized information vendor for the purpose of displaying such rates is not available for any reason and if fewer than two Reference Banks furnish timely information to the Agent for determining the LIBOR for any LIBOR Advances, the LIBOR with respect to such LIBOR Advance shall be determined by the Agent to be the offered rate per annum at which deposits in dollars appear with respect to the relevant Interest Period on the Reuters Screen LIBOR Page (or any successor page) in each case as of 11:00 A.M. (London time), two Business Days prior to the beginning of such Interest Period or in the event that the foregoing offered rates are not available then: (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such LIBOR 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, or to Convert Advances into, LIBOR Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist. (c) If any Reference Bank shall fail to furnish timely information to the Agent the Borrower may, with the consent of the Agent (which consent shall not be unreasonably withheld), appoint another Lender as a replacement for such Reference Bank. (d) If, with respect to any Eurodollar Rate LIBOR Advances, the Majority Banks Lenders notify the Agent that either (1) the Eurodollar Rate LIBOR for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Lenders of making, funding or maintaining their respective Eurodollar Rate LIBOR Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, whereupon whereupon: (i) each Eurodollar Rate LIBOR 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 Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate LIBOR Advances shall be suspended until the Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist. (ce) If a the Borrower shall fail to select the duration of any a new Interest Period for any Eurodollar Rate outstanding LIBOR Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify such the Borrower and the Banks Lenders and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. (df) On the date on which the aggregate unpaid principal amount of Eurodollar Rate LIBOR Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00020,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances, and on and after such date the right of the Borrower to Convert such Advances into LIBOR Advances shall terminate, provided, however that if and so long as each such LIBOR Advance shall have the same Interest Period as Advances comprising another Borrowing, and the applicable aggregate unpaid principal amount of all such Advances shall equal or exceed $20,000,000, the Borrower shall pay any amounts required have the right to be paid pursuant Section 8.4(c) as a result of continue all such ConversionAdvances. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower 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 Banks to make Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspended.

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrowers and the Banks of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i) or 2.13(a)(ii). (b) If, with respect to any Eurodollar Rate LIBOR Advances, the Majority Banks Required Lenders notify the Administrative Agent that either (1) the Eurodollar Rate LIBOR for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Required Lenders of making, funding or maintaining their respective Eurodollar Rate LIBOR Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, whereupon whereupon: (i) each Eurodollar Rate LIBOR Advance will automatically, on the last day of the then then-existing Interest Period therefor, Convert into a Base Rate Advance, and and (ii) the obligation of the Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate LIBOR Advances shall be suspended immediately, until such time as the Administrative Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist. (c) If 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 Agent will forthwith so notify such Borrower and the Banks and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. (db) On the date on which the aggregate unpaid principal amount of Eurodollar Rate all LIBOR Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such ConversionAdvances. (ec) If Upon the occurrence and during the continuance of any Event of Default exists as to any Borrower, Default: (i) each Eurodollar Rate LIBOR Advance made to such Borrower will automatically, on the last day of the then then-existing Interest Period therefor, Convert into a Base Rate Advance and Advance, and (ii) the obligation of the Banks Lenders to make Eurodollar Rate Advances to such Borrowermake, and or to Convert Advances made to such Borrower into Eurodollar Rate Advancesinto, LIBOR Advances shall be suspendedsuspended immediately. (d) If the Administrative Agent cannot determine LIBOR for any LIBOR Advances: (i) the Administrative Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such LIBOR 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, or to Convert Advances into, LIBOR Advances shall be suspended immediately, until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) Each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) The Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.07(a) or 2.13(a)(ii(b), and the applicable rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.07(b). (bc) If fewer than two Reference Banks furnish timely information to the Agent for determining the Eurodollar Rate, due to the unavailability of funds to such Reference Banks in the relevant financial markets: (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for 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, 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. (d) If, with respect to any Eurodollar Rate Advances, the Majority Banks Lenders notify the Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, 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 Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist. (ce) If a the Borrower shall fail to (i) select the duration of any Interest Period for any Eurodollar Rate Advances Advance in accordance with the provisions contained in the definition of “Interest Period” "INTEREST PERIOD" in Section 1.011.01 or (ii) provide a Notice of Conversion with respect to any Eurodollar Rate Advance on or prior to 12:00 noon on the third Business Day prior to the last day of the Interest Period applicable thereto, the Agent will forthwith so notify such the Borrower and the Banks Lenders and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into 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 $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance Advance. (f) On the date on which the aggregate unpaid principal amount of Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the product of (i) $1,000,000 and (ii) the obligation number of the Banks to make Eurodollar Rate Lenders on such date, such Advances to such Borrowershall, and to Convert if they are Advances made to such Borrower into Eurodollar 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 suspended.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 the product of (i) $1,000,000 and

Interest Rate Determination. (a) In the event that the Eurodollar Rate is to be determined in accordance with clause (a)(iii) of the definition thereof, each Reference Bank shall, upon request by the Agent, furnish to the Agent timely information for the purpose of determining such Eurodollar Rate. In such case, if any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks (so long as at least two Reference Banks shall so furnish such information). The Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.06(a)(i) or 2.13(a)(ii(ii), and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.06(a)(ii). (b) If, with respect to any Eurodollar Rate Advances, the Majority Banks Required Lenders notify the Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, 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 Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist. (c) If a 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 Agent will forthwith so notify such the Borrower and the Banks Lenders and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into 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 $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such ConversionAdvances. (e) If Upon the occurrence and during the continuance of any Event of Default exists as to any BorrowerDefault, (i) each Eurodollar Rate Advance made to such Borrower 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 Banks Lenders to make make, or to Convert Advances into, Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspended. (f) If fewer than two Reference Banks shall timely furnish information to the Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances (in the event that clause (a)(iii) of the definition of Eurodollar Rate shall apply): (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, 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 Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i) or 2.13(a)(ii2.06(a). (b) If, with respect to any Eurodollar Rate Advances, the Majority Banks Required Lenders notify the Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, 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 Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist. (c) If a 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 Agent will forthwith so notify such the Borrower and the Banks Lenders and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into 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 $5,000,00010,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such ConversionAdvances. (e) If Upon the occurrence and during the continuance of any Event of Default exists as to any BorrowerDefault, (i) each Eurodollar Rate Advance made to such Borrower 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 Banks Lender to make make, or to Convert Advances into, Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspended.

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrowers and the Banks of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i) or 2.13(a)(ii2,13(a)(ii). (b) If, with respect to any Eurodollar Rate Advances, the Majority Banks notify the Agent that either (1I) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers and the Banks, 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 Banks to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers and the Banks that the circumstances causing such suspension no longer exist. (c) If 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 Agent will forthwith so notify such Borrower and the Banks and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into 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 $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower 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 Banks to make Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspended.

Interest Rate Determination. (a) Each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. The Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.06(a)(i) or 2.13(a)(ii(ii), and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.06(a)(ii). (b) If, with respect to any Eurodollar Rate Advances, the Majority Banks Required Lenders notify the Agent at least one Business Day before the date of any proposed Eurodollar Rate Advance that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, 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 Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist. (c) If a 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 Agent will forthwith so notify such the Borrower and the Banks Lenders and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into 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 $5,000,00010,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such ConversionAdvances. (e) If Upon the occurrence and during the continuance of any Event of Default exists as to any Borrowerunder Section 6.01(a), (i) each Eurodollar Rate Advance made to such Borrower 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 Advances into, Eurodollar Rate Advances shall be suspended. (f) If Bloomberg Page BBAM is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances unless adequate and reasonable means exist for the Agent to determine the Eurodollar Rate for any requested Interest Period with respect to a proposed 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) 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 to such Borrower, and or to Convert Advances made to such Borrower into Eurodollar Rate Advances, 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) In the event that the Eurodollar Rate is to be determined in accordance with clause (a)(iii) of the definition thereof, each Reference Bank shall, upon request by the Agent, furnish to the Agent timely information for the purpose of determining such Eurodollar Rate. In such case, if any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks (so long as at least two Reference Banks shall so furnish such information). The Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.06(a)(i) or 2.13(a)(ii(ii), and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.06(a)(ii). (ba) If, with respect to any Eurodollar Rate Advances, the Majority Banks Required Lenders notify the Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, 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 Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist. (cb) If a 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 Agent will forthwith so notify such the Borrower and the Banks Lenders and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. (dc) 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 $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such ConversionAdvances. (ed) If Upon the occurrence and during the continuance of any Event of Default exists as to any BorrowerDefault, (i) each Eurodollar Rate Advance made to such Borrower 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 Banks Lenders to make make, or to Convert Advances into, Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspended. (e) If fewer than two Reference Banks shall timely furnish information to the Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances (in the event that clause (a)(iii) of the definition of Eurodollar Rate shall apply): (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, 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 Agent shall give prompt notice to the Borrowers applicable Borrower and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.07(a)(i) or 2.13(a)(ii(ii). (b) If, with respect to any Eurodollar Term Rate Advances or XXXXX Advances, the Majority Banks Required Xxxxxxx notify the Agent that either (1i) in the case of Term Rate Advances denominated in Euro, 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, (ii) the Eurodollar Term Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Required Lenders of making, funding or maintaining their respective Eurodollar Term Rate Advances for such Interest Period, Period or (2iii) Dollar deposits for XXXXX will not adequately reflect the relevant amounts and Interest Period for cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances are not available to them in the London interbank marketXXXXX Advances, the Agent shall forthwith so notify the Borrowers applicable Borrower and the BanksLenders, whereupon (iA) each Eurodollar Rate Advance will automaticallysuch Borrower will, on the last day of the then existing Interest Period therefortherefor (or in the case of XXXXX Advances, on the next applicable interest payment date), (1) if such Term 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 Term Rate Advances are denominated in Euro and if such Advances are 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 (B) the obligation of the Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Term Rate Advances in the affected currency, or to make XXXXX Advances, as the case may be, shall be suspended until the Agent shall notify the Borrowers and the Banks Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable to Term Rate Advances, 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 longer than one month, which 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 applicable Borrower as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period). (c) If a 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 1.011.01 for any Term Rate Advances made to it, the Agent will forthwith so notify such Borrower and the Banks Lenders and such Revolving Credit Advances will 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 and (ii) if such Term Rate Advances are denominated in Euro, be 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 Rate Advances or XXXXX Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Borrowing Minimum, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such ConversionAdvances. (e) If Upon the occurrence and during the continuance of any Event of Default exists as to any Borrowerunder Section 6.01(a), (i) each Eurodollar Term Rate Advance made to such Borrower will automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (B) if such Term Rate Advances are denominated in Euro, be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances, (ii) each XXXXX Advance will automatically, on the next interest payment date applicable thereto, be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances and (iii) the obligation of the Lenders to make, or to Convert Advances into, Term Rate Advances or to make XXXXX Advances shall be suspended. (f) If the applicable Bloomberg screen (or any successor to or substitute for Bloomberg, providing rate quotations comparable to those currently provided by Bloomberg, as determined by the Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in Dollars by reference to the ICE Benchmark Administration Settlement Rates for deposits in Dollars) or the applicable Bloomberg screen (or any successor to or substitute for Bloomberg, providing rate quotations comparable to those currently provided by Bloomberg, as determined by the Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in Euro by reference to the Banking Federation of the European Union Settlement Rates for deposits in Euro), as applicable, is unavailable for determining the Term Rate for any Term Rate Advances, or XXXXX is not available on the XXXXX Administrator’s website, (i) the Agent shall forthwith notify the Borrowers and the Lenders that the interest rate cannot be determined for such Term Rate Advances or XXXXX Advances, as applicable, (ii) with respect to Term Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (iiB) if such Term Rate Advance is denominated in Euro, 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) with respect to XXXXX Advances, each such Advance will automatically, on the next applicable interest payment date therefor, 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 (iv) the obligation of the Banks Lenders to make Eurodollar Term Rate Advances, to make XXXXX Advances to such Borrower, and or to Convert Advances made to such Borrower into Eurodollar Term Rate Advances, as applicable, shall be suspendedsuspended until the Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) Each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each Eurodollar Rate, each Adjusted CD Rate and each LIBO Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. The Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.07(a)(i), (ii) or 2.13(a)(ii). (biii) If, with respect to or for purposes of any Eurodollar Rate Advances, the Majority Banks notify the Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers and the Banks, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base LIBO Rate Advance, and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.07(a)(ii) or (iiiii) the obligation of the Banks to make, or to Convert Revolving Credit Advances into, Eurodollar any LIBO Rate Advances shall be suspended until the Agent shall notify the Borrowers and the Banks that the circumstances causing such suspension no longer existAdvance. (c) If a the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances or any CD Rate Advance in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Agent will forthwith so notify such the Borrower and the Banks Lenders and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances or CD Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such ConversionAdvances. (e) If Upon the occurrence and during the continuance of any Event of Default exists as to any Borrowerunder Section 6.01(a), (i) each Eurodollar Rate Advance made to such Borrower and CD 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 Advances into, Eurodollar Rate Advances or CD Rate Advances shall be suspended. (f) If none of the Reference Banks furnish timely information to the Agent for determining the Eurodollar Rate, Adjusted CD Rate or LIBO Rate for any Eurodollar Rate Advances, CD Rate Advances or LIBO Rate Advances, as the case may be: (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, CD Rate Advances or LIBO Rate Advances, as the case may be, (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, CD Rate Advances to such Borrower, and or LIBO Rate Advances or to Convert Revolving Credit Advances made to such Borrower into Eurodollar Rate Advances, 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 Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.13(a)(i2.07(a) or 2.13(a)(ii(b). (b) If, with respect to any Eurodollar Rate RateSOFR Advances, (i) the Majority Banks Required Lenders notify the Administrative Agent that either (1) the Eurodollar Rate RateAdjusted Term SOFR for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Required Lenders of making, funding or maintaining their respective Eurodollar Rate RateSOFR Advances for such Interest Period, or (2ii) Dollar deposits for the relevant amounts and Interest Period for their respective a Eurodollar Rate Advances are RateAdjusted Term SOFR cannot available to them in the London interbank marketbe determined or is otherwise unavailable, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, whereupon (iA) each Eurodollar Rate RateSOFR 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 Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate RateSOFR Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist. (c) If a the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate RateSOFR Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify such the Borrower and the Banks Lenders and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into 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 $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower 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 Banks to make Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspended.

Interest Rate Determination. (a) Each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) The Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.8(a), Section 2.8(b) or 2.13(a)(iiSection 2.8(c), and the applicable rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.8(b). (bc) IfIf fewer than two Reference Banks furnish timely information to the Agent for determining the Eurodollar Rate, due to the unavailability of funds to such Reference Banks in the relevant financial markets: (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for 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, 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. (d) with respect to any Eurodollar Rate Advances, the Majority Banks Lenders notify the Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, 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 Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist. (ce) If a the Borrower shall fail to (i) select the duration of any Interest Period for any Eurodollar Rate Advances Advance in accordance with the provisions contained in the definition of “Interest Period” in Section 1.011.1 or (ii) provide a Notice of Conversion with respect to any Eurodollar Rate Advance on or prior to 12:00 noon on the third Business Day prior to the last day of the Interest Period applicable thereto, the Agent will forthwith so notify such the Borrower and the Banks Lenders and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into 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 $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower 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 Banks to make Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspendedAdvance.

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrowers Company and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.08(a)(i) or 2.13(a)(ii(ii). (b) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Majority Banks Required Lenders notify the Agent that either (1i) 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 Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Eurocurrency Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Company and the BanksLenders, 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 Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Borrowers Company and the Banks Lenders that the circumstances causing such suspension no longer exist. (c) If a 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 Agent will forthwith so notify such Borrower and the Banks Lenders and such Revolving 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 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. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Revolving Credit Borrowing Minimum, such Revolving Credit Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be paid pursuant Section 8.4(c) as a result exchanged for an Equivalent amount of such ConversionDollars and Convert into Base Rate Advances. (e) If Upon the occurrence and during the continuance of any Event of Default exists as to any BorrowerDefault, (i) each Eurodollar Eurocurrency Rate Advance made to such Borrower will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate 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 Advances into, Eurocurrency 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 applicable Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) with respect to each 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 (iiB) 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 Banks Lenders to make Eurodollar Eurocurrency Rate Advances to such Borrower, and or to Convert Revolving Credit Advances made to such Borrower into Eurodollar Eurocurrency Rate Advances, 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. (ai) The Each Reference Bank agrees to furnish to the Administrative Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Administrative Agent for the purpose of determining any such interest rate, the Administrative Agent shall give prompt notice to the Borrowers and the Banks of the applicable determine such interest rate determined on the basis of timely information furnished by the Agent for purposes of Section 2.13(a)(i) or 2.13(a)(ii)remaining Reference Banks. (bii) IfIf Reuters Screen LIBOR01 Page or LIBOR02 Page (or, with respect to any Eurodollar Eurocurrency Rate AdvancesAdvances denominated in Euros, Reuters Screen EURIBOR01 Page) is unavailable and fewer than two Reference Banks are able to furnish timely information to the Majority Banks notify Administrative Agent for determining the Agent that either (1) the Eurodollar Eurocurrency Rate for any Interest Period for such Eurodollar Eurocurrency Rate Advances will not adequately reflect Advances, (A) the cost to such Majority Banks of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Administrative Agent shall forthwith so notify the Borrowers and the Banks, 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 Banks to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers and the Banks that the circumstances causing such suspension no longer exist. (c) If 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 Agent will forthwith so notify such Borrower and the Banks and Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (B) each such Eurocurrency Rate Advance under the U.S. Dollar Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into 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 $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower Tranche will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and, with respect to any Eurocurrency Rate Advances under any other Tranche, after the last day of the then existing Interest Period, the interest rate on each Lender’s share of such Eurocurrency Rate Advance shall be the rate per annum which is the sum of (i) the rate notified to the Administrative Agent by such Lender as soon as practicable and in any event before interest is due to be paid in respect of the applicable Interest Period, to be that which expresses as a percentage rate per annum the cost to such Lender of funding its share of such Advance from whatever source it may reasonably select plus (ii) the Applicable Margin, and (C) the obligation of the Banks Lenders to make Eurodollar Rate Advances to such Borrowermake, and or to Convert Advances made into, Eurocurrency 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 with respect to such Borrower into Eurodollar Eurocurrency Rate Advances, shall be suspended.

Interest Rate Determination. (a) Each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) The Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.07(a) or 2.13(a)(ii(b), and the applicable rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.07(b). (bc) If fewer than two Reference Banks furnish timely information to the Agent for determining the Eurodollar Rate, due to the unavailability of funds to such Reference Banks in the relevant financial markets: (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for 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, 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. (d) If, with respect to any Eurodollar Rate Advances, the Majority Banks Lenders notify the Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, 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 Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist. (ce) If a the Borrower shall fail to (i) select the duration of any Interest Period for any Eurodollar Rate Advances Advance in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.011.01 or (ii) provide a Notice of Conversion with respect to any Eurodollar Rate Advance on or prior to 12:00 noon on the third Business Day prior to the last day of the Interest Period applicable thereto, the Agent will forthwith so notify such the Borrower and the Banks Lenders and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into 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 $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance Advance. (f) On the date on which the aggregate unpaid principal amount of Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the product of (i) $1,000,000 and (ii) the obligation number of the Banks to make Eurodollar Rate Lenders on such date, such Advances to such Borrowershall, and to Convert if they are Advances made to such Borrower into Eurodollar 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 suspendedof 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 the product of (i) $1,000,000 and (ii) the number of Lenders on such date, 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. (g) Upon the occurrence and during the continuance of any Event of Default, each outstanding Eurodollar Rate Advance shall automatically Convert into a Base Rate Advance at the end of the Interest Period then in effect for such Eurodollar Rate Advance.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.13(a)(i) or 2.13(a)(ii‎Section 2.10(a)(ii). Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, with respect to any Eurodollar Rate AdvancesLoans, the Majority Banks Required Lenders notify the Administrative Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances Loans will not adequately reflect the cost to such Majority Banks Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances Loans for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, whereupon (i) each Eurodollar Rate Advance such 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 Banks Lenders to make, or to Convert Revolving Credit Advances Loans into, Eurodollar Rate Advances such Loans shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer existexist (as determined by the Required Lenders), which notice shall be given promptly after such circumstances cease to exist (as determined by the Required Lenders). (c) If a 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 ‎Section 1.01, the Agent will forthwith so notify such Borrower and the Banks and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advancesshall have a duration of one month. (d) On Upon the date on which occurrence and during the aggregate unpaid principal amount continuance of Eurodollar Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion. (e) If any Event of Default exists as to any Borrowerunder ‎Section 7.01(a), (i) each Eurodollar Rate Advance made to such Borrower 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 Banks Lenders to make, or to Convert Loans into, Eurodollar Rate Loans shall be suspended. (e) If the Eurodollar Rate for any Eurodollar Rate Loans cannot be determined in accordance with the definition of such term, (i) the Administrative 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 Loan is then a Base Rate Loan, will not be eligible for Conversion into a Eurodollar Rate Loan), and (iii) the obligation of the Lenders to make Eurodollar Rate Advances to such Borrower, and Loans or to Convert Advances made to such Borrower Loans into Eurodollar Rate Advances, Loans shall be suspendedsuspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, which notice shall be given promptly after such circumstances cease to exist.

Interest Rate Determination. (ai) The Agent shall give prompt notice Reference Bank agrees to furnish to the Borrowers and Administrative Agent timely information for the Banks purpose of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i) or 2.13(a)(ii)determining each Eurodollar Rate. (bii) If, with respect If Telerate Page 3750 is unavailable and Reference Bank is unable to any Eurodollar Rate Advances, furnish timely information to the Majority Banks notify the Administrative Agent that either (1) for determining the Eurodollar Rate for any Interest Period Eurodollar Rate Advances, (A) the Administrative Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or Advances, (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers and the Banks, 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), and (iiC) the obligation of the Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist."; (cn) If a By deleting the percentage "0.25%" appearing in Section 2.08(a)(i) of the Loan Agreement, and inserting in lieu thereof the percentage "0.20%", and by deleting the percentage "0.20%" appearing in Section 2.08(a)(ii) of the Loan Agreement, and inserting in lieu thereof the percentage "0.15%"; (o) By deleting in its entirety Section 2.16(a) of the Loan Agreement, and inserting in lieu thereof the following: (a) The Borrower shall fail may, at any time, by written notice to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained Administrative Agent, request an increase in the definition aggregate amount of “Interest Period” in Section 1.01, the Agent will forthwith so notify such Borrower and the Banks and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into 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, Commitments by payment or prepayment or otherwise, to not less than $5,000,00010,000,000 nor more than $100,000,000 in the aggregate (each such proposed increase, such Revolving Credit Advances a `Commitment Increase') to be effective as of a date that is within 24 months after the Closing Date (the `Increase Date') as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall automatically Convert into Base Rate Advances the aggregate amount of the Commitments at any time exceed $200,000,000, (ii) in no event shall the Borrower submit more than two (2) separate requests for a Commitment Increase hereunder, and (iii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable Borrower conditions set forth in Article III shall pay any amounts required to be paid pursuant Section 8.4(csatisfied."; (p) By inserting the following paragraph as a result of such Conversion. subparagraph (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower will automatically, on the last day Section 2.16 of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Banks to make Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspended.Loan Agreement:

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrowers Company and the Banks Appropriate Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.07(a)(i) or 2.13(a)(ii(ii). (b) If, with respect to any Eurodollar Eurocurrency Rate AdvancesAdvances under any Facility, the Majority Banks Lenders owed at least 50% of the then aggregate unpaid principal amount of such Facility notify the Agent that either (1) the Eurodollar Eurocurrency Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers applicable Borrower and the BanksAppropriate 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 Banks Appropriate Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Borrowers Company and the Banks Appropriate Lenders that the circumstances causing such suspension no longer exist. (c) If a 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 Agent will forthwith so notify such Borrower and the Banks Appropriate Lenders and such Revolving 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 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., (d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Revolving Credit Borrowing Minimum, such Revolving Credit Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be paid pursuant Section 8.4(c) as a result exchanged for an Equivalent amount of such ConversionDollars and Convert into Base Rate Advances. (e) If Upon the occurrence and during the continuance of any Event of Default exists as to any BorrowerDefault, (i) each Eurodollar Eurocurrency Rate Advance made to such Borrower will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate 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 Advances into, Eurocurrency Rate Advances shall be suspended. (f) If Reuters LIBOR01 Page is unavailable, (i) the Agent shall forthwith notify the applicable Borrower and the Appropriate 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 (iiB) 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 Banks Lenders to make Eurodollar Eurocurrency Rate Advances or to Convert Revolving Credit 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 Appropriate Lenders in accordance with clause (c) of the definition of Interest Period, the Eurocurrency Rate Advances subject to such Borrowerrequest 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 (for the longest period for which the applicable Reuters LIBOR01 Page rate is available for the applicable currency) that is shorter than such Interest Period and (b) the applicable Reuters LIBOR01 Page rate for the shortest period (for which such Reuters LIBOR01 Page rate 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 is available, the Reuters LIBOR01 Page rate for purposes of paragraph (a) above shall be deemed to be the Overnight Rate. (h) If the Company and the Agent reasonably determine (which determination shall be conclusive absent manifest error) that (i) an interest rate is not ascertainable pursuant to the provisions of the definition of Eurocurrency Rate and the inability to ascertain such rate is unlikely to be temporary or (ii) the circumstances set forth in clause (i) above have not arisen but the supervisor for the administrator of the Eurocurrency Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the Eurocurrency Rate shall no longer be used for determining interest rates for loans, then the Eurocurrency Rate shall be an alternate rate of interest established by the Agent and the Company that gives due consideration to the prevailing market convention for determining a rate of interest for syndicated loans of this type in the United States at such time (any such rate, the “Successor Benchmark Rate”), and the Agent and the Company may enter into an amendment to Convert Advances made this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable and, notwithstanding anything to the contrary in Section 9.01, 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 without any further action or consent of any other party to this Agreement unless, prior to such Borrower time, Lenders comprising the Required Lenders have delivered to the Agent notice that such Required Lenders do not accept such amendment; provided, that if a Successor Benchmark Rate has not been established pursuant to the foregoing, at the option of the Company, the Company and the Required Lenders may select a different Successor Benchmark Rate that is reasonably commercially practicable for the Agent to administer (as determined by the Agent in its sole discretion) and, upon not less than 15 Business Days’ prior written notice to the Agent, the Agent, such Required Lenders and the Company may enter into Eurodollar an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable and, notwithstanding anything to the contrary in Section 9.01, such amendment shall become effective without any further action or consent of any other party to this Agreement; provided, further, that until such Successor Benchmark Rate has been determined pursuant to this paragraph, (i) any request for Borrowing, the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Rate Advance shall be ineffective and (ii) all outstanding Borrowings shall be converted to Base Rate Advances. Notwithstanding anything herein to the contrary, any Successor Benchmark Rate shall provide that if such rate is less than zero, such rate shall be suspendedzero for all purposes of this Agreement.

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrowers Company and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.07(a)(i) or 2.13(a)(ii(ii). (b) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Majority Banks Required Lenders notify the Agent that either (1i) 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 Eurocurrency Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Company and the BanksLenders, whereupon (iA) each Eurodollar the Borrower of such Eurocurrency Rate Advance will automaticallyAdvances will, on the last day of the then 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 Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Borrowers Company and the Banks Lenders that the circumstances causing such suspension no longer exist. (c) If a 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 Agent will forthwith so notify such Borrower and the Banks Lenders and such Revolving 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 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. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Borrowing Minimum, such Revolving Credit Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be paid pursuant Section 8.4(c) as a result exchanged for an Equivalent amount of such ConversionDollars and Convert into Base Rate Advances. (e) If Upon the occurrence and during the continuance of any Event of Default exists as to any Borrowerunder Section 6.01(a), (i) each Eurodollar Eurocurrency Rate Advance made to such Borrower will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (B) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be exchanged for an Equivalent amount of Dollars and NYDOCS02/1129523.1 be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended. (f) If Reuters Screen LIBOR01 Page or the Reuters Screen CDOR Page (or any successor page or other relevant Reuters Screen page), as applicable, is unavailable for any Eurocurrency Rate Advance, (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 Eurocurrency Rate 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 (iiB) 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 Banks Lenders to make Eurodollar Eurocurrency Rate Advances to such Borrower, and in the applicable currency or to Convert Advances made to such Borrower into Eurodollar Eurocurrency Rate Advances, 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 Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.13(a)(i) or 2.13(a)(ii2.08(a). (b) If, with respect to any Eurodollar Rate Advances, (x) the Majority Banks Required Lenders notify the Administrative Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2y) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Administrative Agent is unable to determine the LIBO Rate Advances are not available to them in under clauses (i), (ii), or (iii) of the London interbank marketdefinition thereof, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, 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 Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist. (c) If a 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 such the Borrower and the Banks Lenders and such Revolving Credit Advances will automatically, on the last final day of the then existing Interest Period therefor, Convert into 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 $5,000,0001,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such ConversionAdvances. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower 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 Banks to make Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspended.

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrowers Company and the Banks Appropriate Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.07(a)(i) or 2.13(a)(ii(ii). (b) IfSubject to Section 2.21, if, with respect to any Eurodollar Eurocurrency Rate AdvancesBorrowing under any Facility, the Majority Banks Lenders owed at least 51% of the aggregate principal amount thereof notify the Agent that either that (1i) 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 Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Eurocurrency Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, or , (2A) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Borrower of such Eurocurrency Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers and the Banks, whereupon (i) each Eurodollar Rate Advance will automaticallywill, 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 Banks Appropriate Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Borrowers Company and the Banks Lenders that the circumstances causing such suspension no longer exist. (c) If a 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 Agent will forthwith so notify such the Borrower and the Banks Appropriate Lenders and such Revolving 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.Advances and (d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Revolving Credit Borrowing Minimum, such Revolving Credit Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be paid pursuant Section 8.4(c) as a result exchanged for an Equivalent amount of such ConversionDollars and Convert into Base Rate Advances. (e) If Upon the occurrence and during the continuance of any Event of Default exists as to any BorrowerDefault, (i) each Eurodollar Eurocurrency Rate Advance made to such Borrower 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 Banks Lenders to make Eurodollar Rate Advances to such Borrowermake, and or to Convert Advances made into, Eurocurrency Rate Advances shall be suspended. US-DOCS\122160094.24 (f) Subject to such Borrower into Eurodollar Section 2.21, if the applicable Bloomberg screen 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 Borrower and the Appropriate Lenders that the interest rate cannot be suspended.determined for such Eurocurrency Rate Advances,

Interest Rate Determination. (a) The After receipt by the Agent of any notice of Conversion of an Advance to a Eurocurrency Rate Advance pursuant to Section 2.16, the Agent shall give prompt notice to the Borrowers Company and the Banks applicable Funding Bank of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i) or 2.13(a)(ii2.07(a)(ii). (b) If the Agent is unable to determine the Eurocurrency Rate for any Eurocurrency Rate Advances: (i) the Agent shall forthwith notify the Company and the Banks that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Eurocurrency 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 Banks 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 Banks that the circumstances causing such suspension no longer exist. (c) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Majority Required Banks notify the Agent (A) that either (1) the Eurodollar Eurocurrency Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Required Banks of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, Period or (2B) that Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Company and the Banks, 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 Banks to make, or to Convert Revolving Credit Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Borrowers Company and the Banks that the circumstances causing such suspension no longer exist. (cd) If a Borrower the 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 Agent will forthwith so notify such Borrower the Company and the Banks and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances (or if such Advances are then Base Rate Advances, will continue as Base Rate Advances). (de) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances, and on and after such date the right of the Company to Convert such Advances and the applicable Borrower into Eurocurrency Rate Advances shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversionterminate. (ef) If Upon the occurrence and during the continuance of any Event of Default exists as to any Borrowerunder Section 6.01(a), (i) each Eurodollar Eurocurrency Rate Advance made to such Borrower 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 Banks to make Eurodollar Rate Advances to such Borrowermake, and or to Convert Advances made to such Borrower into Eurodollar into, Eurocurrency Rate Advances, Advances shall be suspended.

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrowers and the Banks of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i) or 2.13(a)(ii). (b) If, with respect to any Eurodollar Rate Advances, , (i) the Majority Banks Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such proposed Eurodollar Rate Advance for the applicable Interest Period; or (ii) the Required Lenders notify the Agent prior to the commencement of any Interest Period for a proposed Eurodollar Rate Advance that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, then the Agent shall forthwith so notify the Borrowers and the BanksLenders, whereupon (ix) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (iiy) the obligation of the Banks Lenders to make, or to Convert Revolving Credit Advances Term Loans into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers and the Banks Lenders that the circumstances causing such suspension no longer exist. (cb) If a 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 Agent will forthwith so notify such Borrower and the Banks and such Revolving Credit Eurodollar Rate Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into 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 $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower 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 Banks to make Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspended.

Interest Rate Determination. (a) Each Reference Bank agrees to furnish to the Administrative Agent timely information for the purpose of determining each Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Administrative Agent for the purpose of determining any such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.13(a)(i2.07(a)(i) or 2.13(a)(ii(ii), and the applicable rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.07(a)(ii). (bc) If fewer than two Reference Banks furnish timely information to the Administrative Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances, (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) each such A Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such A 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 A 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. (d) If, with respect to any Eurodollar Rate Advances, the Majority Banks Lenders notify the Administrative Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks of Lenders for making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, 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 Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist. (ce) If a 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 such the Borrower and the Banks Lenders and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. (df) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Credit A Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, 10,000,000 such Revolving Credit Advances shall automatically Convert into Base Rate Advances, and on and after such date the right of the Borrower to Convert such A Advances and the applicable Borrower into Eurodollar Rate Advances shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversionterminate. (eg) If Upon the occurrence and during the continuance of any Event of Default exists as to any Borrowerunder Section 6.01(a), (i) each Eurodollar Rate Advance made to such Borrower 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 Banks Lenders to make make, or to Convert Advances into, Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspended.

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrowers Company and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.07(a)(i) or 2.13(a)(ii(ii). (b) If, with respect to any Eurodollar EurocurrencyTerm Benchmark Rate Advances, the Majority Banks Agent determines, or the Required Lenders notify the Agent Agent, that either (1) the Eurodollar EurocurrencyTerm Benchmark Rate for any Interest Period for such Eurodollar Rate Advances (1) will not adequately reflect the cost to such Majority Banks the Lenders of making, funding or maintaining their respective Eurodollar EurocurrencyTerm Benchmark Rate Advances for such Interest Period, or (2) Dollar deposits in Dollars or the applicable Committed Currency are not being offered to banks in the applicable interbank market for the relevant amounts applicable amount and Interest Period of any applicable EurocurrencyTerm Benchmark Rate Advance or (3) adequate and reasonable means do not exist for their respective Eurodollar determining the EurocurrencyTerm Benchmark Rate Advances are not available for any requested Interest Period with respect to them in the London interbank marketa proposed EurocurrencyTerm Benchmark Rate Advance, the Agent shall forthwith so notify the Borrowers applicable Borrower and the BanksLenders, whereupon (i) each Eurodollar the Borrower of such EurocurrencyTerm Benchmark Rate Advance will automaticallyAdvances will, on the last day of the then existing Interest Period therefor, (A) if such EurocurrencyTerm Benchmark 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 EurocurrencyTerm Benchmark 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 Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar EurocurrencyTerm Benchmark Rate Advances shall be suspended until the Agent shall notify the Borrowers Company and the Banks Lenders that the circumstances causing such suspension no longer exist, in each case, subject to Section 9.04(c). (c) If a any Borrower shall fail to select the duration of any Interest Period for any Eurodollar EurocurrencyTerm Benchmark Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify such Borrower and the Banks Lenders and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, (i) if such EurocurrencyTerm Benchmark Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such EurocurrencyTerm Benchmark Rate Advances are denominated in a Committed Currency, be 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 EurocurrencyTerm Benchmark Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Borrowing Minimum, such Revolving Credit Advances shall automatically (i) if such EurocurrencyTerm Benchmark Rate Advances are denominated in Dollars, Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to (ii) if such EurocurrencyTerm Benchmark Rate Advances are denominated in a Committed Currency, be paid pursuant Section 8.4(c) as a result exchanged for an Equivalent amount of such ConversionDollars and Convert into Base Rate Advances. (e) If Upon the occurrence and during the continuance of any Event of Default exists as to any BorrowerDefault, (i) each Eurodollar EurocurrencyTerm Benchmark Rate Advance made to such Borrower will automatically, on the last day of the then existing Interest Period therefor, Convert (A) if such EurocurrencyTerm Benchmark Rate Advances are denominated in Dollars, be Converted into a Base Rate Advance Advances and (B) if such EurocurrencyTerm Benchmark 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 Banks Lenders to make Eurodollar Rate Advances to such Borrowermake, and or to Convert Advances made to such Borrower into Eurodollar into, EurocurrencyTerm Benchmark Rate Advances, Advances shall be suspended. (f) If the LIBOR Screen Rate or the EURIBO Rateany Benchmark 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 Eurocurrencythe applicable Term Benchmark Rate Advances, (ii) each such EurocurrencyTerm Benchmark Rate Advance will automatically, on the last day of the then existing Interest Period therefor (i) if such EurocurrencyTerm Benchmark Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such EurocurrencyTerm Benchmark 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 EurocurrencyTerm Benchmark Rate Advances or to Convert Advances into EurocurrencyTerm Benchmark 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 EurocurrencyTerm Benchmark 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 and, in the case of Advances denominated in Euro, which shall 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 Reference Bank agrees to furnish to the Administrative Agent timely information for the purpose of determining each Eurodollar Rate. (b) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.13(a)(i2.06(a)(i) or 2.13(a)(ii(ii), and the applicable rate, if any, furnished by the Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii). (bc) If the Reference Bank is unable to furnish timely information to the Administrative Agent for determining the Eurodollar Rate for any applicable A Advances, (i) the Administrative Agent shall give the Borrower and each Lender prompt notice by telephone (confirmed in writing) that the interest rate cannot be determined for such applicable A Advances, (ii) each such A Advance that is a 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 A Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligations of the Lenders to make, or to Convert A Advances into, Eurodollar Rate Advances, as the case may be, shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (d) If, with respect to any Eurodollar Rate Advances, the Majority Banks notify Lenders determine and give notice to the Administrative Agent that either (1) as a result of conditions in or generally affecting the relevant market, the rates of interest determined on the basis of the Eurodollar Rate for any Interest Period for such Eurodollar Rate A Advances will not adequately reflect the cost to such Majority Banks Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, whereupon whereupon: (i) each such 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 Banks Lenders to make, or to Convert Revolving Credit A Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist. (ce) If a 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 such the Borrower and the Banks Lenders and such Revolving Credit Eurodollar Rate Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. (df) On the date on which the aggregate unpaid principal amount of Eurodollar Rate A Advances comprising any Revolving Credit A Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000, such Revolving Credit A Advances shall shall, if they are Eurodollar Rate Advances, automatically Convert into Base Rate Advances Advances, and on and after such date the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower will automatically, on the last day right of the then existing Interest Period therefor, Borrower to Convert such A Advances into a Base Rate Advance and (ii) the obligation of the Banks to make Eurodollar Rate Advances shall terminate; provided, however, that if and so long as each such A Advance shall be, or be elected to such Borrowerbe Converted to, Eurodollar Rate Advances having the same Interest Period as Eurodollar Rate Advances comprising another A Borrowing or other A Borrowings, and the aggregate unpaid principal amount of all such Eurodollar Rate Advances shall, or upon such Conversion will, equal or exceed $20,000,000, the Borrower shall have the right to continue all such Eurodollar Rate Advances as, or to Convert all such A Advances made to such Borrower into into, Eurodollar Rate Advances, shall be suspendedAdvances having such Interest Period.

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrowers and the Banks of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i) or 2.13(a)(ii). (b) If, with respect to any Eurodollar Rate Advances, the Majority Banks Required Lenders notify the Administrative Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, 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 Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist. (cb) If a 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” " Second Amended and Restated Xxxxxxx Credit Agreement in Section 1.01, the Administrative Agent will forthwith so notify such the Borrower and the Banks Lenders and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. (dc) On Upon the date on which occurrence and during the aggregate unpaid principal amount continuance of Eurodollar Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion. (e) If any Event of Default exists as to any Borrowerunder Section 6.01(a) or Section 6.01(f), (i) each Eurodollar Rate Advance made to such Borrower 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 Banks Lenders to make make, or to Convert Advances into, Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspended.

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.08(a)(i) or 2.13(a)(ii(ii). (b) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Majority Banks Required Lenders notify the Agent that either (1i) they are unable to obtain matching deposits in the London inter-bank market at or about 9:00 A.M. (New York 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 Eurocurrency Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Borrower 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 Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable, the Borrower may elect, by notice to the Agent and the Lenders, to continue such Advances in such Committed Currency for Interest Periods of not longer than one month, which 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 Borrower as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period). (c) If a 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 Agent will forthwith so notify such the Borrower and the Banks Lenders and such Revolving Credit Advances will (to the extent such Eurocurrency Rate Advances remain outstanding on such day) 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. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Borrowing Minimum, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such ConversionAdvances. (e) If Upon the occurrence and during the continuance of any Event of Default exists as to any BorrowerDefault, (i) each Eurodollar Eurocurrency Rate Advance made to such Borrower 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 Banks Lenders to make Eurodollar Rate Advances to such Borrowermake, and or to Convert Advances made to such Borrower into Eurodollar into, Eurocurrency Rate Advances, Advances shall be suspended; provided that Borrower may elect, by notice to the Agent and the Lenders within one Business Day of such Event of Default, to continue such Advances in such Committed Currency, whereupon the Agent may require that each Interest Period relating to such Eurocurrency Rate Advances shall bear interest at the Overnight Eurocurrency Rate for a period of three Business Days and thereafter, each such Interest Period shall have a duration of not longer than one month. “Overnight Eurocurrency Rate” means the rate per annum applicable to an overnight period beginning on one Business Day and ending on the next Business Day equal to the sum of 1%, the Applicable Interest Rate Margin and the average, rounded upward to the nearest whole multiple of 1/16 of 1%, if such average is not such a multiple, of the respective rates per annum quoted by each Lender to the Agent on request as the rate at which it is offering overnight deposits in the relevant currency in amounts comparable to such Lender’s Eurocurrency Rate Advances.

Interest Rate Determination. (a) The Agent Lender shall give prompt notice to the Borrowers and the Banks of the applicable interest rate determined by the Agent Lender for purposes of Section 2.13(a)(i2.06(a)(i) or 2.13(a)(ii(ii). (b) If, with respect to any Eurodollar Rate AdvancesAdvance, the Majority Banks notify the Agent Lender shall determine that either (1i) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances Advance will not adequately reflect the cost to such Majority Banks the Lender of making, funding or maintaining their respective such Eurodollar Rate Advances Advance for such Interest Period, or (2ii) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available being offered to them banks in the London interbank marketeurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Advance, (iii) adequate and reasonable means do not exist for determining the Eurodollar Base Rate for any requested Interest Period with respect to any Eurodollar Rate Advance, the Agent Lender shall forthwith so notify the Borrowers and the BanksBorrowers, whereupon (i) each Eurodollar Rate Advance will shall automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Banks Lender to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent Lender shall notify the Borrowers and the Banks that the circumstances causing such suspension no longer exist. (c) If a Borrower the Borrowers shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances Advance in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Agent will forthwith so notify such Borrower and the Banks and such Revolving Credit Advances will Advance shall automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate AdvancesAdvance. (d) On the date on which the aggregate unpaid principal amount of any Eurodollar Rate Advances comprising any Revolving Credit Borrowing Advance shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000500,000, such Revolving Credit Advances Advance shall automatically Convert into a Base Rate Advances Advance and the applicable Borrower obligation of the Lender to Convert such Advance into a Eurodollar Rate Advance shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversionsuspended. (e) If Upon the occurrence and during the continuance of any Event of Default exists as to (or, in the case of any Borrowerinvoluntary proceeding described in Section 8.01(f), (i) a Default), each Eurodollar Rate Advance made to such Borrower will shall automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and the obligation of the Lender to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended. (f) The Borrowers may on any Business Day, upon notice given to the Lender not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of this Section 2.07 and Section 2.12, Convert any Advance of one Type into an Advance of the other Type; provided, however, that any Conversion of any Eurodollar Rate Advance into a Base Rate Advance shall be made only on the last day of an Interest Period for such Eurodollar Rate Advance, any Conversion of any Base Rate Advance into a Eurodollar Rate Advance shall be in an amount not less than the minimum amount specified in Section 2.03(b). Each such notice of a Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the obligation of the Banks Advance to make Eurodollar Rate Advances to such Borrowerbe Converted, and to Convert Advances made to (iii) if such Borrower Conversion is into Eurodollar Rate Advances, the duration of the initial Interest Period for each such Advance. Each notice of Conversion shall be suspendedirrevocable and binding on the Borrowers.

Interest Rate Determination. (a) The Subject to clauses (b), (c), (d), (e) and (f) of this Section 2.12, if: (i) the Administrative Agent determines (which determination shall give prompt notice be conclusive absent manifest error) prior to the Borrowers and the Banks commencement of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i) or 2.13(a)(ii). (b) If, with respect to any Eurodollar Rate Advances, the Majority Banks notify the Agent that either (1) the Eurodollar Rate for any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining Adjusted Term SOFR or Term SOFR (including because the Term SOFR Reference Rate is not available or published on a current basis), for such Eurodollar Rate Advances Interest Period; or (ii) the Administrative Agent is advised by the Required Lenders that prior to the commencement of any Interest Period for a Term Benchmark Borrowing, Adjusted Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Majority Banks Lenders (or Lender) of making, funding making or maintaining their respective Eurodollar Rate Advances Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (2x) Dollar deposits for the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant amounts Benchmark and Interest Period (y) the Borrower delivers a new Notice of Borrowing in accordance with the terms of Section 2.02, any Notice of Borrowing that requests a Term Benchmark Revolving Borrowing shall instead be deemed to be a Notice of Borrowing for their respective Eurodollar a Base Rate Advances are not available Borrowing; provided that if the circumstances giving rise to them such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted. Furthermore, if any Term Benchmark Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.12(a), then until (x) the London interbank market, Administrative Agent notifies the Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Notice of Borrowing in accordance with the terms of Section 2.02, whereupon (i) each Eurodollar Rate Advance will automatically, any Term Benchmark Loan shall on the last day of the then existing Interest Period thereforapplicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), Convert into be converted by the Administrative Agent to, and shall constitute, a Base Rate Advance, and (ii) the obligation of the Banks to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers and the Banks that the circumstances causing such suspension no longer existLoan. (c) If 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 Agent will forthwith so notify such Borrower and the Banks and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into 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 $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower 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 Banks to make Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspended.

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.8(a) or 2.13(a)(iiSection 2.8(b). (b) If, with respect on or prior to the first day of any Eurodollar Rate AdvancesInterest Period, the Majority Banks notify (y) the Agent shall have determined that either (1) adequate and reasonable means do not exist for ascertaining the applicable Eurodollar Rate for any such Interest Period for such or (z) the Agent shall have received written notice from the Majority Lenders of their determination that the rate of interest referred to in the definition of “Eurodollar Rate Advances Rate” will not adequately and fairly reflect the cost to such Majority Banks Lenders of making, funding making or maintaining their respective Eurodollar Rate Advances for during such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall will forthwith so notify the Borrowers Borrower and the BanksLenders. Upon such notice, 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 Banks Lenders to make, to Convert Advances into, or to Convert Revolving Credit Advances intocontinue, Eurodollar Rate Advances shall be suspended (including pursuant to the Borrowing to which such Interest Period applies), and (iii) any Notice of Borrowing or Notice of Conversion given at any time thereafter with respect to Eurodollar Rate Advances shall be deemed to be a request for Base Rate Advances, in each case until the Agent or the Majority Lenders, as the case may be, shall notify the Borrowers and the Banks have determined that the circumstances causing giving rise to such suspension no longer existexist (and the Majority Lenders, if making such determination, shall have so notified the Agent), and the Agent shall have so notified the Borrower and the Lenders. (c) Notwithstanding the foregoing, in the event the Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 2.10(b)(y) or Section 2.10(b)(z) have arisen and such circumstances are unlikely to be temporary, (ii) ICE Benchmark Administration (or any Person that takes over the administration of such rate) discontinues its administration and publication of interest settlement rates for deposits in Dollars or (iii) the supervisor for the administrator of the interest settlement rate described in clause (ii) of this Section 2.10(c) or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which such interest settlement rate shall no longer be used for determining interest rates for loans, then the Agent and the Borrower shall seek to jointly agree upon 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 the Agent and the Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 9.1, 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 Majority Lenders stating that such Majority Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this Section 2.10(c), (x) any request pursuant to Section 2.11 that requests the conversion of any Advance to, or continuation of any Advance as, a Eurodollar Rate Advance shall be ineffective and any such Advance shall be continued as or converted to, as the case may be, a Base Rate Advance, and (y) if any request pursuant to Section 2.2 requests a Eurodollar Rate Advance, such Advance shall be made as a Base Rate Advance. If a the alternate rate of interest determined pursuant to this Section 2.10(c) shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. (d) If the Borrower shall fail to (i) select the duration of any Interest Period for any Eurodollar Rate Advances Advance in accordance with the provisions contained in the definition of “Interest Period” in Section 1.011.1 or (ii) provide a Notice of Conversion with respect to any Eurodollar Rate Advance on or prior to 12:00 noon on the third Business Day prior to the last day of the Interest Period applicable thereto, the Agent will forthwith so notify such the Borrower and the Banks Lenders and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into 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 $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower 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 Banks to make Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspendedAdvance.

Interest Rate Determination. (ai) The Agent shall give prompt notice Subject to the Borrowers clause (d)(ii) below, if an Applicable Screen Rate is unavailable and the Banks of Administrative Agent is unable to determine the applicable interest rate determined by the Agent Eurocurrency Rate for purposes of Section 2.13(a)(i) or 2.13(a)(ii). (b) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Majority Banks notify the Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers and the Banks, 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 Banks to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers and the Banks that the circumstances causing such suspension no longer exist. (c) If a Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained as provided in the definition of “Interest Period” in Section 1.01, Eurocurrency Rate herein, (A) the Administrative Agent will shall forthwith so notify such the Borrower and the Banks and Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (B) each such Eurocurrency Rate Advance under the U.S. Dollar Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into 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 $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower Tranche will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and, with respect to any Eurocurrency Rate Advances under any other Tranche, after the last day of the then existing Interest Period, the interest rate on each Lender’s share of such Eurocurrency Rate Advance shall be the rate 76 per annum which is the sum of (i) the rate notified to the Administrative Agent by such Lender as soon as practicable and in any event before interest is due to be paid in respect of the applicable Interest Period, to be that which expresses as a percentage rate per annum the cost to such Lender of funding its share of such Advance from whatever source it may reasonably select plus (ii) the Applicable Margin, and (C) the obligation of the Banks Lenders to make Eurodollar Rate Advances to such Borrowermake, and or to Convert Advances made into, Eurocurrency 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 with respect to such Borrower into Eurodollar Eurocurrency Rate Advances. (ii) Notwithstanding clause (a)(ii) or (d)(i) of this Section 2.07 or any other provision of this Agreement or any other Loan Document, if the Administrative Agent reasonably determines (which determination shall be suspended.conclusive absent manifest error) or the Operating Partnership or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Operating Partnership) that the Operating Partnership or Required Lenders (as applicable) have determined, that (A) adequate and reasonable means do not exist for ascertaining any Applicable Screen Rate for any requested Interest Period, including because such Applicable Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (B) the administrator of any Applicable Screen Rate or a governmental authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which an Applicable Screen Rate shall no longer be made available, or be used for determining interest rates for loans such as the Borrowings contemplated by this Agreement, or (C) syndicated loans currently being executed that are similar to the Borrowings contemplated by this Agreement (as reasonably determined by the Administrative Agent), or that include language similar to that contained in this Section 2.07(d), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace such Applicable Screen Rate, then reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Operating Partnership shall negotiate in good faith and endeavor to establish an alternate rate of interest to such Applicable Screen Rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that gives due consideration to the then prevailing market convention for determining a rate of interest for similar syndicated loans denominated in the applicable currencies in respect of such Applicable Screen Rate at such time, and shall, notwithstanding anything to the contrary in Section 9.01, enter into an amendment to this Agreement to reflect such alternate rate of interest and any proposed Successor Rate Conforming Changes. Such amendment shall become effective without any action or consent of any party to this Agreement other than the Administrative Agent and the Operating Partnership so long as the Administrative Agent shall not have received, within five Business Days after the date that a copy of such amendment is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (d)(ii) (but, in the case of the circumstances described in clause (B) of the first sentence of this clause (d)(ii), only to the extent the Applicable Screen Rate is not available or published at such time on a current basis), the interest rate applicable to all outstanding Floating Rate Advances using such Applicable Screen Rate shall be determined in accordance with clause (a)(ii) or (d)(i) of this Section 2.07, as applicable. Notwithstanding the foregoing, if any alternate rate of interest established pursuant to this clause (d)(ii) shall be less than 0.00% per annum, such rate shall be deemed to be 00.0% per annum for the purposes of this Agreement; provided, however, that such alternate rate of interest may be less than 0.00% per annum for any Advance that has been identified by the Borrowers to the Administrative Agent as being subject to a Hedge Agreement. 77

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrowers Borrower and the Banks of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i) or 2.13(a)(ii2.06(b). (b) If the Agent is unable to determine the Eurodollar Rate for any Eurodollar Rate Advances: (i) the Agent shall forthwith notify the Borrower and the Banks 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 Banks 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 Banks that the circumstances causing such suspension no longer exist. (c) If, with respect to any Eurodollar Rate Advances, the Majority Required Banks notify the Agent (A) that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Required Banks of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, Period or (2B) that Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Borrower and the Banks, 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 Banks to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers Borrower and the Banks that the circumstances causing such suspension no longer exist. (cd) If a 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 Agent will forthwith so notify such the Borrower and the Banks and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances (or if such Advances are then Base Rate Advances, will continue as Base Rate Advances). (de) 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 $5,000,00010,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances, and on and after such date the right of the Borrower to Convert such Advances and the applicable Borrower into Eurodollar Rate Advances shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversionterminate. (ef) If Upon the occurrence and during the continuance of any Event of Default exists as to any Borrowerunder Section 6.01(a), (i) each Eurodollar Rate Advance made to such Borrower 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 Banks to make make, or to Convert Advances into, Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.13(a)(i2.07(a)(i) or 2.13(a)(ii2.07(a)(ii). (b) IfSubject to Section 2.20 in all respects to the extent governed by the provisions thereunder, with respect if, prior to any Eurodollar Rate Advances, the Majority Banks notify the Agent that either (1) the Eurodollar Rate for commencement of any Interest Period for any 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 Dollars and such Eurodollar Interest Period or (ii) the Required Lenders notify the Administrative Agent that the Eurocurrency Rate for Dollars and such Interest Period for such Advances will not adequately and fairly reflect the cost to such Majority Banks the Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances in Dollars for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders. Thereafter, whereupon until the Administrative Agent notifies the Borrower and the Lenders that the circumstances causing such suspension no longer exist, any Eurocurrency Rate Advances requested to be made, converted or continued as or into, as applicable, Eurocurrency Rate Advances, in each case, shall (i) each Eurodollar Rate Advance will automaticallyin the case of conversions or continuations, on the last day of the then existing Interest Period thereforPeriod) be made, Convert into a converted or continued as or into, as applicable, Base Rate Advance, and (ii) the obligation of the Banks to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers and the Banks that the circumstances causing such suspension no longer existAdvances. (c) If a 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 such the Borrower and the Banks Lenders and such Revolving Credit Eurocurrency Rate Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base be continued as Eurocurrency Rate AdvancesAdvances with a one month Interest Period. (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 $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion[Reserved]. (e) If Upon the occurrence and during the continuance of any Event of Default exists as to any BorrowerDefault, (i) each Eurodollar Eurocurrency Rate Advance made to such Borrower 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 Banks Lenders to make Eurodollar Rate Advances to such Borrowermake, and or to Convert Advances made to such Borrower into Eurodollar into, Eurocurrency Rate Advances, Advances shall be suspended.

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrowers Company and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.07(a)(i) or 2.13(a)(ii(ii). (b) If, with respect to any Eurodollar EurocurrencyTerm Benchmark Rate Advances, the Majority Banks Agent determines, or the Required Lenders notify the Agent Agent, that either (1) the Eurodollar EurocurrencyTerm Benchmark Rate for any Interest Period for such Eurodollar Rate Advances (1) will not adequately reflect the cost to such Majority Banks the Lenders of making, funding or maintaining their respective Eurodollar EurocurrencyTerm Benchmark Rate Advances for such Interest Period, or (2) Dollar deposits in Dollars are not being offered to banks in the Londonapplicable interbank market for the relevant amounts applicable amount and Interest Period of any applicable EurocurrencyTerm Benchmark Rate Advance or (3) adequate and reasonable means do not exist for their respective Eurodollar determining the EurocurrencyTerm Benchmark Rate Advances are not available for any requested Interest Period with respect to them in the London interbank marketa proposed EurocurrencyTerm Benchmark Rate Advance, the Agent shall forthwith so notify the Borrowers Company and the BanksLenders, whereupon (i) 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 (ii) the obligation of the Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar EurocurrencyTerm Benchmark Rate Advances shall be suspended until the Agent shall notify the Borrowers Company and the Banks Lenders that the circumstances causing such suspension no longer exist, in each case, subject to Section 9.04(c). (c) If a Borrower the Company shall fail to select the duration of any Interest Period for any Eurodollar EurocurrencyTerm Benchmark Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify such Borrower the Company and the Banks Lenders and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Basebe continued as Term Benchmark Rate AdvancesAdvances with an Interest Period of one month. (d) On [Reserved]. (e) Upon the date occurrence and during the continuance of any Event of Default, (i) each EurocurrencyTerm Benchmark Rate Advance will automatically, on which the aggregate unpaid principal amount last day of Eurodollar Rate Advances comprising any Revolving Credit Borrowing shall the then existing Interest Period therefore, be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Revolving Credit Advances shall automatically Convert Converted into Base Rate Advances and (ii) the applicable Borrower obligation of the Lenders to make, or to Convert Advances into, EurocurrencyTerm Benchmark Rate Advances shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversionsuspended. (ef) If any Event of Default exists as the LIBOR Screen Ratethen-current Benchmark is unavailable, subject to any Borrower, Section 2.22 below, (i) the Agent shall forthwith notify the Company and the Lenders that the interest rate cannot be determined for such EurocurrencyTerm Benchmark Rate Advances, (ii) each Eurodollar Rate such Advance made to such Borrower will automatically, on the last day of the then existing Interest Period therefor, (A) Convert into a Base Rate Advance and Advance, and (iiiii) the obligation of the Banks Lenders to make Eurodollar EurocurrencyTerm Benchmark Rate Advances to such Borrower, and or to Convert Advances made to such Borrower into Eurodollar EurocurrencyTerm Benchmark Rate Advances, 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) Each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. The Agent shall give prompt notice to the Borrowers Borrower and the Banks Appropriate Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.07(a)(i) or 2.13(a)(ii(ii), and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.07(a)(ii). (b) If, with respect to any Eurodollar Rate AdvancesAdvances under any Facility, the Majority Banks Lenders owed at least 51% of the aggregate principal amount thereof notify the Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Borrower and the BanksAppropriate 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 Banks Appropriate Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers and the Banks such Lenders have determined that the circumstances causing such suspension no longer existexist and the Agent shall so notify the Borrower. (c) If a 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 Agent will forthwith so notify such the Borrower and the Banks Appropriate Lenders and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into 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 $5,000,00010,000,000, such Revolving Credit Advances shall automatically automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such ConversionAdvances. (e) If Upon the occurrence and during the continuance of any Event of Default exists as to any BorrowerDefault, (i) each Eurodollar Rate Advance made to such Borrower 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 Advances into, Eurodollar Rate Advances shall be suspended. (f) If Moneyline Telerate Markets Page 3750 is unavailable and fewer than two Reference Banks 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 Appropriate Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) each outstanding 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 to such Borrower, and or to Convert Advances made to such Borrower into Eurodollar Rate Advances, 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 Agent shall give prompt notice to the Borrowers Company and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.07(a)(i) or 2.13(a)(ii(ii). (b) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Majority Banks Required Lenders notify the Agent that either (1i) 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 Eurocurrency Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Company and the BanksLenders, whereupon (iA) each Eurodollar the Borrower of such Eurocurrency Rate Advance will automaticallyAdvances will, on the last day of the then 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 Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Borrowers Company and the Banks Lenders that the circumstances causing such suspension no longer exist. (c) If a 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 Agent will forthwith so notify such Borrower and the Banks Lenders and such Revolving 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 NYDOCS01/1357750.4 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. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Borrowing Minimum, such Revolving Credit Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be paid pursuant Section 8.4(c) as a result exchanged for an Equivalent amount of such ConversionDollars and Convert into Base Rate Advances. (e) If Upon the occurrence and during the continuance of any Event of Default exists as to any Borrowerunder Section 6.01(a), (i) each Eurodollar Eurocurrency Rate Advance made to such Borrower will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate 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 Advances into, Eurocurrency Rate Advances shall be suspended. (f) If Reuters Screen LIBOR01 Page or the Reuters Screen CDOR Page (or any successor page or other relevant Reuters Screen page), as applicable, is unavailable for any Eurocurrency Rate Advance, (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 Eurocurrency Rate 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 (iiB) 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 Banks Lenders to make Eurodollar Eurocurrency Rate Advances to such Borrower, and in the applicable currency or to Convert Advances made to such Borrower into Eurodollar Eurocurrency Rate Advances, 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 Borrowers Company, the Lenders and the Banks Paying Agent of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.13(a)(i2.07(a) or 2.13(a)(ii(b). (b) If the Administrative Agent is unable to ascertain the applicable interest rate or the basis provided in the definition of “Eurodollar Rate”: (i) the Administrative Agent shall forthwith notify the Company, the Lenders and the Paying Agent 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 an Alternate Base Rate Advance (or if such Advance is then an Alternate Base Rate Advance, will continue as an Alternate Base Rate Advance); and (iii) the obligation of the Lenders to make or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Company, the Lenders and the Paying Agent that the circumstances causing such suspension no longer exist. (c) If, with respect to any Eurodollar Rate AdvancesAdvance, the Majority Banks Lenders notify the Administrative Agent and the Paying Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances Advance will not adequately and fairly reflect the cost to such Majority Banks Lenders of making, making or funding or maintaining their respective Eurodollar Rate Advances Advance for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Administrative Agent shall forthwith so notify the Borrowers Company and the BanksLenders, whereupon whereupon: (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a an Alternate Base Rate Advance, and ; and (ii) the obligation of the Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Company and the Banks Lenders that the circumstances causing such suspension no longer exist. (c) If 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 Agent will forthwith so notify such Borrower and the Banks and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into 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 $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower 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 Banks to make Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspended.

Interest Rate Determination. (a) Each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each Adjusted CD Rate or Eurodollar Rate, as applicable. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) The Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.07(a), (b) or 2.13(a)(ii(c), and the applicable rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.07(b) or (c). (bc) If fewer than two Reference Banks furnish timely information to the Agent for determining the Adjusted CD Rate for any Adjusted CD Rate Advances, or 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 Adjusted CD Rate Advances or Eurodollar Rate Advances, as the case may be, (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, or to Convert Contract Advances into, Adjusted CD Rate Advances or Eurodollar Rate Advances, as the case may be, shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (d) If, with respect to any Eurodollar Rate Advances, the Majority Banks Lenders notify the Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, 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 Banks Lenders to make, or to Convert Revolving Credit Contract Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist. (c) If 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 Agent will forthwith so notify such Borrower and the Banks and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into 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 $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower 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 Banks to make Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspended.

Interest Rate Determination. (a) Each Reference Bank agrees to furnish to the Administrative Agent timely information for the purpose of determining the Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Administrative Agent for determination of any such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.13(a)(i2.07(a) or 2.13(a)(ii(b), and the applicable rate, if any, furnished by each Reference Bank for determining the applicable interest rate under Section 2.07(b). (bc) If fewer than two Reference Banks furnish timely information to the Administrative Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances, (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) 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, or to Convert A 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. (d) If, with respect to any Eurodollar Rate Advances, the Majority Banks Lenders notify the Administrative Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate A Advances will not adequately reflect the cost to such Majority Banks Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, 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 Banks Lenders to make, or to Convert Revolving Credit A Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist. (ce) If a 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” "INTEREST PERIOD" in Section 1.01, the Administrative Agent will forthwith so notify such the Borrower and the Banks Lenders and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. (df) On the date on which the aggregate unpaid principal amount of Eurodollar Rate A Advances comprising any Revolving Credit A Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00020,000,000, such Revolving Credit A 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 A Advances into Advances of a Type other than Base Rate Advances shall terminate; provided, however, that if and so long as each such A Advance shall be of the same Type and have the same Interest Period as A Advances comprising another A Borrowing or other A Borrowings, and the applicable aggregate unpaid principal amount of all such A Advances shall equal or exceed $20,000,000, the Borrower shall pay any amounts required have the right to be paid pursuant Section 8.4(c) as a result continue all such A Advances as, or to Convert all such A Advances into, Advances of such ConversionType having such Interest Period. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower 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 Banks to make Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspended.

Interest Rate Determination. (a) Each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each Eurodollar Rate, each Adjusted CD Rate and each LIBO Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. The Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.07(a)(i), (ii) or 2.13(a)(ii)(iii) or for purposes of any LIBO Rate Advance, and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.07(a)(ii) or (iii) or any LIBO Rate Advance. (b) If, with respect to any Eurodollar Rate Advances, the Majority Banks Required Lenders notify the Agent prior to the commencement of the Interest Period therefor that either (1) the Eurodollar Rate for any such Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, 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 Banks Lenders to make, or to Convert Revolving Credit Advances into, into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist. (c) If a the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances or any CD Rate Advance in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Agent will forthwith so notify such the Borrower and the Banks Lenders and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances or CD Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such ConversionAdvances. (e) If Upon the occurrence and during the continuance of any Event of Default exists as to any Borrowerunder Section 6.01(a), (i) each Eurodollar Rate Advance made to such Borrower and CD 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 Advances into, Eurodollar Rate Advances or CD Rate Advances shall be suspended. (f) If none of the Reference Banks furnish timely information to the Agent for determining the Eurodollar Rate, Adjusted CD Rate or LIBO Rate for any Eurodollar Rate Advances, CD Rate Advances or LIBO Rate Advances, as the case may be: (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, CD Rate Advances or LIBO Rate Advances, as the case may be, (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, CD Rate Advances to such Borrower, and or LIBO Rate Advances or to Convert Revolving Credit Advances made to such Borrower into Eurodollar Rate Advances, Advances shall be suspendedsuspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such 25 30 suspension no longer exist.

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.07(a)(i) or 2.13(a)(ii(ii). (b) If, with respect to any Eurodollar Rate AdvancesAdvances under any Facility, the Majority Banks Required Lenders notify the Agent that either (1i) 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 Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, 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 Banks Appropriate Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist. (c) If a 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, then the Agent will forthwith so notify such Borrower and the Banks and such Revolving Credit Advances will automatically, on the last day of the then existing shall be deemed to have selected an Interest Period therefor, Convert into 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 Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Borrowing Minimum, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such ConversionAdvances. (e) If Upon the occurrence and during the continuance of any Event of Default exists as to any BorrowerDefault, (i) each Eurodollar Rate Advance made to such Borrower 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 Banks Lenders to make make, or to Convert Advances into, Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower 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.

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrowers Borrower and the Banks of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i) or 2.13(a)(ii2.07(b). (b) If the Agent is unable to determine the Eurodollar Rate for any Eurodollar Rate Advances: (i) the Agent shall forthwith notify the Borrower and the Banks 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 therefore, 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 Eurodollar Rate Advances or to Convert Revolving Credit Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist. (c) If, with respect to any Eurodollar Rate Advances, the Majority Required Banks notify the Agent (A) that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Required Banks of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, Period or (2B) that Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Borrower and the Banks, whereupon whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefortherefore, Convert into a Base Rate Advance, and and (ii) the obligation of the Banks to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers Borrower and the Banks that the circumstances causing such suspension no longer exist. (cd) If a 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 Agent will forthwith so notify such the Borrower and the Banks and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefortherefore, Convert into Base Rate Advances (or if such Advances are then Base Rate Advances, will continue as Base Rate Advances). (de) 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 $5,000,00010,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances, and on and after such date the right of the Borrower to Convert such Advances and the applicable Borrower into Eurodollar Rate Advances shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversionterminate. (ef) If Upon the occurrence and during the continuance of any Event of Default exists as to any Borrowerunder Section 6.01(a), (i) each Eurodollar Rate Advance made to such Borrower will automatically, on the last day of the then existing Interest Period therefortherefore, Convert into a Base Rate Advance and (ii) the obligation of the Banks to make make, or to Convert Advances into, Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspended.

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrowers Borrower and the Banks of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i) or 2.13(a)(ii2.07(b). (b) If the Agent is unable to determine the Eurodollar Rate for any Eurodollar Rate Advances: (i) the Agent shall forthwith notify the Borrower and the Banks 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 Banks to make Eurodollar Rate Advances or to Convert Revolving Credit Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist. (c) If, with respect to any Eurodollar Rate Advances, the Majority Required Banks notify the Agent (A) that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Required Banks of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, Period or (2B) that Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Borrower and the Banks, 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 Banks to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers Borrower and the Banks that the circumstances causing such suspension no longer exist. (cd) If a 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 Agent will forthwith so notify such the Borrower and the Banks and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances (or if such Advances are then Base Rate Advances, will continue as Base Rate Advances). (de) 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 $5,000,00010,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances, and on and after such date the right of the Borrower to Convert such Advances and the applicable Borrower into Eurodollar Rate Advances shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversionterminate. (ef) If Upon the occurrence and during the continuance of any Event of Default exists as to any Borrowerunder Section 6.01(a), (i) each Eurodollar Rate Advance made to such Borrower 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 Banks to make make, or to Convert Advances into, Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspended.

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrowers Company (which in turn shall advise the applicable Borrower) and the Banks of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i‎Section 2.10(a), ‎(b) or 2.13(a)(ii(c). (b) If the Agent shall, at least one Business Day before the date of any requested Revolving Borrowing or the Conversion or continuation of any Revolving Borrowing, notify the Company and the Banks that the Eurocurrency Rate cannot be determined pursuant to the definition of “Eurocurrency Rate” set forth in Section 1.01 of this Agreement for such requested Eurocurrency Advance or continuation of such Eurocurrency Advance for the applicable amount (whether denominated in Dollars or an Alternative Currency) and Interest Period and Section 2.12(e)(i) does not apply, the Agent shall forthwith notify the Company and the Banks that the interest rate cannot be determined for such Eurocurrency Advances, whereupon ​ ​ ​ (i) each such Revolving Advance will automatically, on the last day of the then outstanding Interest Period therefor, Convert into, and with respect to a requested Revolving Advance as part of a requested Revolving Borrowing, such Advance shall be, a Base Rate Advance denominated in Dollars in the Dollar Equivalent of the amount of such outstanding Eurocurrency Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (ii) the rights of the Borrowers to select, and the obligation of the Banks to make, or to Convert Advances into or continue Advances as, Eurocurrency Advances in such currency shall be suspended until the Agent shall notify the Company and the Banks that the circumstances causing such suspension no longer exist. (c) If, with respect to any Eurodollar Eurocurrency Advances or XXXXX Daily Rate Advances, the Majority Banks shall at least one Business Day before the requested date of, or the proposed Conversion or continuation of the Advances comprising all or part of, any Revolving Borrowing, notify the Agent that either (1) the Eurodollar Eurocurrency Rate for any Interest Period for such Eurodollar Rate Advances in a particular currency or the XXXXX Daily Rate, as applicable, will not adequately reflect the cost to such Majority Banks of making, funding or maintaining their respective Eurodollar Eurocurrency Advances bearing interest at a Eurocurrency Rate Advances for such Interest PeriodPeriod or XXXXX Daily Rate Advances, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank marketas applicable, the Agent shall forthwith so notify the Borrowers Company and the Banks, whereupon whereupon (i) (x) any such outstanding Eurocurrency Advances denominated in Dollars will be deemed to have been converted into Base Rate Advances on the last day of the then existing Interest Period therefor and (y) any such outstanding Eurocurrency Advances denominated in an Alternative Currency or XXXXX Daily Rate Advance, as applicable, at the Company’s election, will either (1) be Converted into a Revolving Borrowing of Base Rate Advances denominated in Dollars in the Dollar Equivalent of the amount of such outstanding Eurocurrency Advance or XXXXX Daily Rate Advance, as applicable or (2) be prepaid in full, in each Eurodollar Rate Advance will automaticallycase, on the last day of the then existing Interest Period therefortherefor (in the case of Eurocurrency Advances) or immediately (in the case of XXXXX Daily Rate Advances), Convert into a Base Rate Advance, and and (ii) the rights of the Borrowers to select, and the obligation of the Banks to make, or to Convert Revolving Credit Advances intointo or continue Advances as, Eurodollar Eurocurrency Advances in such currency or XXXXX Daily Rate Advances shall be suspended until the Majority Banks have notified the Agent, and the Agent shall notify the Borrowers Company and the Banks that the circumstances causing such suspension no longer exist. (cd) If a Borrower the Agent shall fail to select have determined (i) that for any reason adequate and reasonable means do not exist for ascertaining (x) the duration of Eurocurrency Rate for ​ ​ ​ any requested Interest Period with respect to a proposed Eurocurrency Advance or (y) the XXXXX Daily Rate with respect to a proposed XXXXX Daily Rate Advance or (ii) (x) that (1) the Eurocurrency Rate applicable pursuant to ‎‎Section 2.10(b) for any Eurodollar requested Interest Period with respect to a proposed Eurocurrency Advance or (2) the XXXXX Daily Rate Advances in accordance with respect to a proposed XXXXX Daily Rate Advance, as applicable, does not adequately and fairly reflect the provisions contained in cost to any Bank of funding such Advance and (y) the definition of “Interest Period” circumstances described in Section 1.012.12(e)(i) do not apply, the Agent will forthwith so notify such Borrower and the Banks and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into 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 $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result give notice of such Conversion. (e) If any Event of Default exists as determination to any Borrowerthe Company and each Bank. Thereafter, (i) each Eurodollar Rate Advance made to such Borrower 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 Banks to make Eurodollar or maintain Eurocurrency Advances or XXXXX Daily Rate Advances to in the affected currency hereunder shall be suspended and (ii) each outstanding Advance in the affected currency shall, at the Company’s election, either (1) be Converted into a Revolving Borrowing of Base Rate Advances denominated in Dollars in the Dollar Equivalent of the amount of such Borroweroutstanding Eurocurrency Advance or XXXXX Daily Rate Advance, and to Convert Advances made to such Borrower into Eurodollar as applicable or (2) be prepaid in full on the last day of the then current Interest Period applicable thereto, in the case of Eurocurrency Advances, or immediately, in the case of XXXXX Daily Rate Advances, in each case, until the Agent revokes such notice in writing. Upon receipt of such notice, the Company may revoke any Notice of Borrowing or notice of conversion or continuation then submitted by it. If the Company does not revoke such notice, the Banks shall make, convert or continue the Advances, as proposed by the Company, in Dollars in the Dollar Equivalent of the amount specified in the applicable notice submitted by the Company, but such Advances shall be suspendedmade, converted or continued as Base Rate Advances instead of Eurocurrency Advances or XXXXX Daily Rate Advances, as applicable. (e) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Agent determines (which determination shall be conclusive absent manifest error), or the Company or Majority Banks notify the Agent (with, in the case of the Majority Banks, a copy to the Company) that the Company or Majority Banks (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any Interest Period hereunder or any other tenors of LIBOR, including, without limitation, because the 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 Screen Rate or a Governmental Authority having jurisdiction over the Agent or such administrator has made a public statement identifying a specific date after which LIBOR or the 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) the administrator of the Screen Rate or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of LIBOR are no longer representative; or (iv) syndicated loans currently being executed, or that include language similar to that contained in this Section 2.12, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, in the case of clauses (i)-(iii) above, on a date and time determined by the Agent (any such date, the “LIBOR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and shall occur reasonably promptly upon the occurrence of any of the events or circumstances under clauses (i), (ii) or (iii) above and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date and solely with respect to Advances denominated in Dollars, LIBOR will be replaced hereunder and under any Loan Document with, subject to the proviso below, the first available alternative set forth in the order below for any payment period for interest calculated that can be determined by the Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “LIBOR Successor Rate”; and any such rate before giving effect to the Related Adjustment, the “Pre-Adjustment Successor Rate”):

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrowers Company and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.07(a)(i) or 2.13(a)(ii(ii). (b) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Majority Banks Required Lenders notify the Agent that either (1i) 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 Eurocurrency Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Company and the BanksLenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Borrower of such Eurocurrency Advances will, on the last day of the then existing Interest Period therefortherefor (at such Borrower’s option), (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 Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Borrowers Company and the Banks Lenders that the circumstances causing such suspension no longer exist. (c) If a 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 Agent will forthwith so notify such Borrower and the Banks Lenders and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advanceswill be deemed to have selected an Interest Period of one month. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Borrowing Minimum, such Revolving Credit Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be paid pursuant Section 8.4(c) as a result exchanged for an Equivalent amount of such ConversionDollars and Convert into Base Rate Advances. (e) If Upon the occurrence and during the continuance of any Event of Default exists as to any BorrowerDefault, (i) each Eurodollar Eurocurrency Rate Advance made to such Borrower will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate 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 Advances into, Eurocurrency Rate Advances shall be suspended. (f) If the LIBO Screen Rate or EURIBO Screen Rate, as applicable, is unavailable, (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 (iiB) 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 Banks Lenders to make Eurodollar Eurocurrency Rate Advances to such Borrower, and 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 at any time the Agent determines (which determination shall be conclusive absent manifest error) that (i) that adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate (including because the LIBO Screen Rate or EURIBO Screen Rate, as applicable, is not available on a current basis), and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (g)(i) have not arisen but either (w) the supervisor for the administrator of the LIBO Screen Rate has made a public statement that the administrator of the LIBO Screen Rate is insolvent (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (x) the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (y) the supervisor for the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published or (z) 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 may no longer be used for determining interest rates for loans, then the Agent and the Company shall endeavor to establish an alternate rate of interest to the LIBO 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 change to the Applicable Margin unless otherwise agreed); 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 9.01, 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 a copy of such amendment is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such Borrower into Eurodollar Rate Advances, amendment. Until an alternate rate of interest shall be suspendeddetermined in good faith in accordance with this clause (g) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.08(g), only to the extent the LIBO Screen Rate for the applicable currency and such Interest Period is not available or published at such time on a current basis), (x) any request to convert of any Borrowing to, or to continue any Borrowing as, a Eurocurrency Rate Borrowing shall be ineffective and (y) if any Borrower requests a Eurocurrency Rate Borrowing, such Borrowing shall be made as a Base Rate Borrowing.

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrowers Company and the Banks Appropriate Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.07(a)(i) or 2.13(a)(ii(ii). (b) If, with respect to any Eurodollar Eurocurrency Rate AdvancesAdvances under any Facility, the Majority Banks Lenders owed at least 50% of the then aggregate unpaid principal amount of such Facility notify the Agent that either (1) the Eurodollar Eurocurrency Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers applicable Borrower and the BanksAppropriate 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 Banks Appropriate Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Borrowers Company and the Banks Appropriate Lenders that the circumstances causing such suspension no longer exist. (c) If a 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 Agent will forthwith so notify such Borrower and the Banks Appropriate Lenders and such Revolving 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 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., (d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Revolving Credit Borrowing Minimum, such Revolving Credit Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be paid pursuant Section 8.4(c) as a result exchanged for an Equivalent amount of such ConversionDollars and Convert into Base Rate Advances. (e) If Upon the occurrence and during the continuance of any Event of Default exists as to any BorrowerDefault, (i) each Eurodollar Eurocurrency Rate Advance made to such Borrower will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate 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 Advances into, Eurocurrency Rate Advances shall be suspended. (f) If Reuters LIBOR01 Page is unavailable, (i) the Agent shall forthwith notify the applicable Borrower and the Appropriate 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 (iiB) 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 Banks Lenders to make Eurodollar Eurocurrency Rate Advances or to Convert Revolving Credit 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 Appropriate Lenders in accordance with clause (c) of the definition of Interest Period, the Eurocurrency Rate Advances subject to such Borrower, and request shall bear interest at the rate per annum equal to Convert Advances made to such Borrower into Eurodollar Rate Advances, the rate determined by the Agent (which determination shall be suspendedconclusive 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 (for the longest period for which the applicable Reuters LIBOR01 Page rate is available for the applicable currency) that is shorter than such Interest Period and (b) the applicable Reuters LIBOR01 Page rate for the shortest period (for which such Reuters LIBOR01 Page rate 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 is available, the Reuters LIBOR01 Page rate 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 Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.13(a)(i2.07(a)(i) or 2.13(a)(ii2.07(a)(ii). (b) If, with respect prior to any Eurodollar Rate Advances, the Majority Banks notify the Agent that either (1) the Eurodollar Rate for commencement of any Interest Period for any 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 Dollars and such Eurodollar Interest Period or (ii) the Required Lenders notify the Administrative Agent that the Eurocurrency Rate for Dollars and such Interest Period for such Advances will not adequately and fairly reflect the cost to such Majority Banks the Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances in Dollars for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders. Thereafter, whereupon until the Administrative Agent notifies the Borrower and the Lenders that the circumstances causing such suspension no longer exist, any Eurocurrency Rate Advances requested to be made, converted or continued as or into, as applicable, Eurocurrency Rate Advances, in each case, shall (i) each Eurodollar Rate Advance will automaticallyin the case of conversions or continuations, on the last day of the then existing Interest Period thereforPeriod) be made, Convert into a converted or continued as or into, as applicable, Base Rate Advance, and (ii) the obligation of the Banks to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers and the Banks that the circumstances causing such suspension no longer existAdvances. (c) If a 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 such the Borrower and the Banks Lenders and such Revolving Credit Eurocurrency Rate Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar be continued as Eurocurrency Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as with a result of such Conversionone month Interest Period. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower 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 Banks to make Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspended.

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.08(a)(i) or 2.13(a)(ii(ii). (bi) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Majority Banks Required Lenders notify the Agent that either (1i) they are unable to obtain matching deposits in the London inter-bank market at or about 9:00 A.M. (New York 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 Eurocurrency Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Borrower 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 Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable, the Borrower may elect, by notice to the Agent and the Lenders, to continue such Advances in such Committed Currency for Interest Periods of not longer than one month, which 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 Borrower as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period). (ii) If at any time the Agent determines (which determination shall be conclusive absent demonstrable error), or the Borrower or the Required Lenders notify the Agent (with, in the case of the Required Lenders, a copy to the Borrower, and in the case of the Borrower, with the reasonable concurrence of the Agent) that the Borrower or the Required Lenders (as applicable) have determined, that (i) adequate and reasonable means do not exist for determining LIBOR and such circumstances are unlikely to be temporary, (ii) the supervisor for the administrator of LIBOR or a governmental authority having jurisdiction over the Agent has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans (such specific date, the “Scheduled Unavailability Date”) or (iii) a new benchmark interest rate to replace LIBOR has become broadly accepted by the syndicated loan market in the United States, then the Agent and the Borrower may amend this Agreement to establish an alternate rate of interest to LIBOR that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time (any such proposed rate, a “LIBOR Successor Rate”) together with any proposed LIBOR Successor Rate Conforming Changes, and, notwithstanding any provision of this Agreement to the contrary, any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Agent shall have posted such proposed amendment to all Lenders unless, prior to such time, the Required Lenders have delivered to the Agent notice that such Lenders do not accept such amendment; provided that, if such LIBOR Successor Rate would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. 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, (A) the obligation of the Lenders to make or maintain Eurocurrency Rate Advances denominated in Dollars or any Committed Currency (other than Canadian dollars or Euros) shall be suspended (to the extent of the affected Eurocurrency Rate Advances or Interest Periods), (B) the One Month LIBOR component shall no longer be utilized in determining the Base Rate and (C) the Borrower shall (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency (other than Canadian dollars or Euros), either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances. (c) If a 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 Agent will forthwith so notify such the Borrower and the Banks Lenders and such Revolving Credit Advances will (to the extent such Eurocurrency Rate Advances remain outstanding on such day) 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. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Borrowing Minimum, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such ConversionAdvances. (e) If Upon the occurrence and during the continuance of any Event of Default exists as to any BorrowerDefault, (i) each Eurodollar Eurocurrency Rate Advance made to such Borrower 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 Banks Lenders to make Eurodollar Rate Advances to such Borrowermake, and or to Convert Advances made to such Borrower into Eurodollar into, Eurocurrency Rate Advances, Advances shall be suspended.; provided that Borrower may elect, by notice to the Agent and the Lenders within one Business Day of such Event of Default, to continue such Advances in such Committed Currency, whereupon the Agent may require that each Interest Period relating to such Eurocurrency Rate Advances shall bear interest at the Overnight Eurocurrency Rate for a period of three Business Days and thereafter, each such Interest Period shall have a duration of not longer than one month. “Overnight Eurocurrency

Interest Rate Determination. (a) Each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each Eurodollar Rate and each LIBO Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. The Agent shall give prompt notice to the relevant Borrowers and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.07(a)(i) or 2.13(a)(ii(ii), and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.07(a)(ii). (b) If, with respect to any Eurodollar Rate Advances, the Majority Banks Lenders notify the Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or Period (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them which cost each such Lender reasonably determines in the London interbank marketgood faith is material), the Agent shall forthwith so notify the Borrowers each Borrower and the BanksLenders, 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 Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers each Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist. (c) If any Borrower, in requesting a Borrower Revolving Credit 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 Agent will forthwith so notify such Borrower and the Banks Lenders and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into 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 $5,000,000, such Revolving Credit Advances shall automatically automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such ConversionAdvances. (e) If Upon the occurrence and during the continuance of any Event of Default exists as to any BorrowerDefault, (i) each Eurodollar Rate Advance made to such Borrower 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 Advances into, Eurodollar Rate Advances shall be suspended. (f) If Moneyline Telerate Markets Page 3750 is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurodollar Rate or LIBO Rate for any Eurodollar Rate Advances or LIBO Rate Advances, as the case may be, such Eurodollar Rate or LIBO Rate shall be the interest rate per annum determined by the Agent to be the offered rate per annum at which deposits in U.S. dollars for a maturity comparable to the Interest Period for such Eurodollar Rate Advances or LIBO Rate Advances, as the case may be, appears on the Telerate Page 3750 (or any successor page) as of 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period (the “Telerate”); provided that if the Telerate is not then available: (i) the Agent shall forthwith notify the relevant Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances or LIBO Rate Advances, as the case may be; (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 to such Borrower, and or LIBO Rate Advances or to Convert Revolving Credit Advances made to such Borrower into Eurodollar Rate Advances, Advances shall be suspendedsuspended until the Agent shall notify each Borrower and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (ai) The Agent shall give prompt notice Subject to clause (d)(ii) below, if the Borrowers Screen Rate is unavailable and the Banks of Administrative Agent is unable to determine the applicable interest rate determined by the Agent Eurodollar Rate for purposes of Section 2.13(a)(i) or 2.13(a)(ii). (b) If, with respect to any Eurodollar Rate Advances, as provided in the Majority Banks definition of Eurodollar Rate herein, (A) the Administrative Agent shall forthwith notify the Agent Borrower and the Lenders that either (1) the Eurodollar Rate for any Interest Period interest rate cannot be determined for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or Advances, (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers and the Banks, 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), and (iiC) the obligation of the Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist. (cii) If Notwithstanding clause (d)(i) of this Section 2.07 or any other provision of this Agreement, if the Administrative Agent determines (which determination shall be conclusive absent manifest error) or the Borrower notifies the Administrative Agent that (A) the circumstances set forth in clause (i) have arisen or (B) the circumstances set forth in clause (i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be made available, or be used for determining interest rates for loans, or (C) syndicated loans currently being executed, or that include language similar to that contained in this Section 2.07(d), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace ICE LIBOR, then the Administrative Agent and the Borrower shall fail negotiate in good faith and endeavor to select establish an alternate rate of interest to the duration Screen Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans denominated in Dollars at such time, and shall, notwithstanding anything to the contrary in Section 9.01, enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes (including any adjustments to the Applicable Margin) to this Agreement as the Administrative Agent and the Borrower may determine to be appropriate. Such amendment shall become effective without any further action or consent of any Interest Period for any party to this Agreement other than the Administrative Agent and the Borrower so long as the Administrative Agent shall not have received, within five Business Days after the date that a copy of such amendment is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (d)(ii) (but, in the case of the circumstances described in clause (B) of the first sentence of this clause (d)(ii), only to the extent the Screen Rate is not available or published at such time on a current basis), the interest rate applicable to all outstanding Eurodollar Rate Advances shall be determined in accordance with clause (d)(i) of this Section 2.07. Notwithstanding the provisions contained in the definition foregoing, if any alternate rate of “Interest Period” in Section 1.01, the Agent will forthwith so notify such Borrower and the Banks and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. interest established pursuant to this clause (dd)(ii) 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 $5,000,000zero percent per annum (0.00%), such Revolving Credit Advances rate shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required be deemed to be paid pursuant Section 8.4(czero percent per annum (0.00%) as a result for the purposes of such Conversion. (e) If any Event of Default exists as this Agreement, except with respect to any Borrower, (i) each Eurodollar Rate Advance made that has been identified by the Borrower in a notice to such Borrower will automatically, on the last day of the then existing Interest Period therefor, Convert into Administrative Agent as being subject to a Base Rate Advance and (ii) the obligation of the Banks to make Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspendedHedge Agreement.

Interest Rate Determination. (a) Each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) The Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.06(a)(i) or 2.13(a)(ii(ii), and the applicable rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii). (bc) If, with respect If fewer than two Reference Banks furnish timely information to any Eurodollar Rate Advances, the Majority Banks notify the Agent that either (1) for determining the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or applicable A Advances, (2i) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify give the Borrowers Borrower and each Lender prompt notice by telephone (confirmed in writing) that the Banks, whereupon interest rate cannot be determined for such applicable A Advances, (iii) each such A Advance that is a 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 A Advance is then a Base Rate Advance, and will continue as a Base Rate Advance), and (iiiii) the obligation obligations of the Banks Lenders to make, or to Convert Revolving Credit A Advances into, Eurodollar Rate Advances Advances, as the case may be, shall be suspended until the Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist. (cd) If If, with respect to any Eurodollar Rate Advances, the Majority Lenders determine and give notice to the Agent that as a Borrower shall fail to select result of conditions in or generally affecting the duration relevant market, the rates of interest determined on the basis of the Eurodollar Rate for any Interest Period for any such A Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Advances in accordance with the provisions contained in the definition of “for such Interest Period” in Section 1.01, the Agent will shall forthwith so notify such the Borrower and the Banks and such Revolving Credit Advances will automaticallyLenders, on the last day of the then existing Interest Period therefor, Convert into 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 $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower 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 Banks to make Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspended.whereupon,

Interest Rate Determination. (a) Each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each Adjusted CD Rate or Eurodollar Rate, as applicable. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) The Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.07(a), (b) or 2.13(a)(iic, and the applicable rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.07(b) or c. (c) If fewer than two Reference Banks furnish timely information to the Agent for determining the Adjusted CD Rate for any Adjusted CD Rate Advances, or 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 Adjusted CD Rate Advances or Eurodollar Rate Advances, as the case may be, (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, or to Convert Contract Advances into, Adjusted CD Rate Advances or Eurodollar Rate Advances, as the case may be, shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (bd) If, with respect to any Eurodollar Rate Advances, the Majority Banks Lenders notify the Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, 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 Banks Lenders to make, or to Convert Revolving Credit Contract Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist. (c) If 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 Agent will forthwith so notify such Borrower and the Banks and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into 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 $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower 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 Banks to make Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspended.

Interest Rate Determination. (a) The Subject to clauses (b), (c), (d), (e) and (f) of this Section 2.12, if: (i) the Administrative Agent determines (which determination shall give prompt notice be conclusive absent manifest error) prior to the Borrowers and the Banks commencement of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i) or 2.13(a)(ii). (b) If, with respect to any Eurodollar Rate Advances, the Majority Banks notify the Agent that either (1) the Eurodollar Rate for any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining Adjusted Term SOFR or Term SOFR (including because the Term SOFR Reference Rate is not available or published on a current basis), for such Eurodollar Rate Advances Interest Period; or (ii) the Administrative Agent is advised by the Required Lenders that prior to the commencement of any Interest Period for a Term Benchmark Borrowing, Adjusted Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Majority Banks Lenders (or Lender) of making, funding making or maintaining their respective Eurodollar Rate Advances Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (2x) Dollar deposits for the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant amounts Benchmark and Interest Period (y) the Borrower delivers a new Notice of Borrowing in accordance with the terms of Section 2.02, any Notice of Borrowing that requests a Term Benchmark Revolving Borrowing shall instead be deemed to be a Notice of Borrowing for their respective Eurodollar a Base Rate Advances are not available Borrowing; provided that if the circumstances giving rise to them such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted. Furthermore, if any Term Benchmark Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.12(a), then until (x) the London interbank market, Administrative Agent notifies the Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Notice of Borrowing in accordance with the terms of Section 2.02, whereupon (i) each Eurodollar Rate Advance will automatically, any Term Benchmark Loan shall on the last day of the then existing Interest Period thereforapplicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), Convert into be converted by the Administrative Agent to, and shall constitute, a Base Rate AdvanceLoan. (b) 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 (iiy) the obligation if a Benchmark Replacement is determined in accordance with clause (2) of the Banks 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 makethe Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until such Benchmark Replacement from Lenders comprising the Agent shall notify the Borrowers and the Banks that the circumstances causing such suspension no longer existRequired Lenders. (c) If Notwithstanding anything to the contrary herein or in any other Loan Document, in connection with the implementation of a Borrower shall fail Benchmark Replacement, the Administrative Agent will have the right to select make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the duration 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 Interest Period for other party to this Agreement or any Eurodollar Rate Advances other Loan Document. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (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 (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.12, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in accordance 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 2.12. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the provisions contained implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Xxxxxxxxx has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” in Section 1.01for 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. (f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Agent Borrower may revoke any request for a Term Benchmark Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will forthwith so notify be deemed to have converted any request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to a Base Rate Borrowing. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such Borrower and tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Furthermore, if any Term Benchmark Loan is outstanding on the Banks and date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, then until such Revolving Credit Advances will automaticallytime as a Benchmark Replacement is implemented pursuant to this Section 2.12, any Term Benchmark Loan shall on the last day of the then existing Interest Period therefor, Convert into 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 $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower will automaticallyLoan (or the next succeeding Business Day if such day is not a Business Day), on be converted by the last day of the then existing Interest Period thereforAdministrative Agent to, Convert into and shall constitute, a Base Rate Advance and (ii) the obligation of the Banks to make Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspendedLoan.

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrowers Borrower and the Banks of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i) or 2.13(a)(ii2.07(b). (b) If the Agent is unable to determine the Eurodollar Rate for any Eurodollar Rate Advances: (i) the Agent shall forthwith notify the Borrower and the Banks that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) 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 Banks to make Eurodollar Rate Advances or to Convert Revolving Credit Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist. (c) If, with respect to any Eurodollar Rate Advances, the Majority Required Banks notify the Agent (A) that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Required Banks of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, Period or (2B) that Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Borrower and the Banks, 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 Banks to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers Borrower and the Banks that the circumstances causing such suspension no longer exist. (cd) If a 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 Agent will forthwith so notify such the Borrower and the Banks and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances (or if such Advances are then Base Rate Advances, will continue as Base Rate Advances). (de) 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 $5,000,00010,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances, and on and after such date the right of the Borrower to Convert such Advances and the applicable Borrower into Eurodollar Rate Advances shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversionterminate. (ef) If Upon the occurrence and during the continuance of any Event of Default exists as to any Borrowerunder Section 6.01(a) or Section 6.01(e), (i) each Eurodollar Rate Advance made to such Borrower 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 Banks to make or continue, or to Convert Advances into, Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspended.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.13(a)(i2.06(a)(i) or 2.13(a)(ii(ii), and, if any, the applicable interest rate under Section 2.06(a)(iii). (b) If, with respect to any Eurodollar Rate Advances, the Majority Banks notify Lenders determine and give notice to the Administrative Agent that either (1) as a result of conditions in or generally affecting the relevant market, the rates of interest determined on the basis of the Eurodollar Rate for any Interest Period for such Eurodollar Rate A Advances will not adequately reflect the cost to such Majority Banks Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, whereupon whereupon: (i) each such 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 Banks Lenders to make, or to Convert Revolving Credit A Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist. (c) If a 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 such the Borrower and the Banks Lenders and such Revolving Credit Eurodollar Rate Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Eurodollar Rate AdvancesAdvances with an Interest Period of one month. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate A Advances comprising any Revolving Credit A Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000, such Revolving Credit A Advances shall shall, if they are Eurodollar Rate Advances, automatically Convert into Base Rate Advances Advances, and on and after such date the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower will automatically, on the last day right of the then existing Interest Period therefor, Borrower to Convert such A Advances into a Base Rate Advance and (ii) the obligation of the Banks to make Eurodollar Rate Advances shall terminate; provided, however, that if and so long as each such A Advance shall be, or be elected to such Borrowerbe Converted to, Eurodollar Rate Advances having the same Interest Period as Eurodollar Rate Advances comprising another A Borrowing or other A Borrowings, and the aggregate unpaid principal amount of all such Eurodollar Rate Advances shall, or upon such Conversion will, equal or exceed $20,000,000, the Borrower shall have the right to continue all such Eurodollar Rate Advances as, or to Convert all such A Advances made to such Borrower into into, Eurodollar Rate Advances, shall be suspendedAdvances having such Interest Period.

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrowers Company and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.08(a)(i) or 2.13(a)(ii(ii). (b) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Majority Banks Required Lenders notify the Agent that either (1i) 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 Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Eurocurrency Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Company and the BanksLenders, 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 Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Borrowers Company and the Banks Lenders that the circumstances causing such suspension no longer exist. (c) If a 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 Agent will forthwith so notify such Borrower and the Banks Lenders and such Revolving 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 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. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Revolving Credit Borrowing Minimum, such Revolving Credit Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be paid pursuant Section 8.4(c) as a result exchanged for an Equivalent amount of such ConversionDollars and Convert into Base Rate Advances. (e) If Upon the occurrence and during the continuance of any Event of Default exists as to any BorrowerDefault, (i) each Eurodollar Eurocurrency Rate Advance made to such Borrower 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 Banks Lenders to make Eurodollar Rate Advances to such Borrowermake, and or to Convert Advances made to such Borrower into Eurodollar into, Eurocurrency Rate Advances, Advances shall be suspended. (f) If British Bankers' Association Interest Settlement Rate (or the successor thereto if the British Bankers Association is no longer making such a rate available) is unavailable, (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) with respect to each 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

Interest Rate Determination. (a) The Agent shall give prompt notice to If the Borrowers and the Banks of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i) or 2.13(a)(ii). (b) If, with respect to any Eurodollar Rate Advances, the Majority Banks notify the Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers and the Banks, 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 Banks to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers and the Banks that the circumstances causing such suspension no longer exist. (c) If 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 Designated Agent will forthwith so notify such the Borrower and the Banks Lenders and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Eurodollar Rate AdvancesLoans with an Interest Period of one month. (db) On Upon the date on which occurrence and during the aggregate unpaid principal amount continuance of Eurodollar Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion. (e) If any Event of Default exists as to any BorrowerDefault, (x) in the case of Advances denominated in Dollars or Canadian Dollars, (i) each Eurodollar Rate Advance made to such Borrower will automaticallywill, at the option of the Required Lenders, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance denominated in the same currency and (ii) the obligation of the Banks Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended and (y) no outstanding Advances denominated in any other Alternative Currency may be continued for an Interest Period of more than one month’s duration. (c) If prior to the commencement of any Interest Period for a Eurodollar Rate Advance: (i) the Designated Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for an Advance in the applicable currency or for such Interest Period; or (ii) the Designated Agent is advised by the Required Lenders that the Eurodollar Rate for an Advance in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Advances included in such Borrowing for such Interest Period, then the Designated Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Designated Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any Lender obligation to make Eurodollar Rate Advances to such Borrower, and or to Convert Advances made to such Borrower into Eurodollar Rate AdvancesAdvances in the applicable currency or for the applicable Interest Period, as the case may be, shall be suspended, (B) if such Borrowing is requested in USD or CAD, such Borrowing shall be made as an Base Rate Advance and (C) if such Borrowing is requested in any other Alternative Currency, then the Eurodollar Rate for such Eurodollar Rate Advance shall be at the COF Rate; provided that (x) if the circumstances giving rise to such notice do not affect all the Lenders, then requests by the Borrower for Eurodollar Rate Advances may be made to Lenders that are not affected thereby and (y) if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.13(a)(i) or 2.13(a)(ii2.10(a)(ii). Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, with respect to any Eurodollar Rate AdvancesLoans, the Majority Banks Required Lenders notify the Administrative Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances Loans will not adequately reflect the cost to such Majority Banks Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances Loans for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, whereupon (i) each Eurodollar Rate Advance such 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 Banks Lenders to make, or to Convert Revolving Credit Advances Loans into, Eurodollar Rate Advances such Loans shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer existexist (as determined by the Required Lenders), which notice shall be given promptly after such circumstances cease to exist (as determined by the Required Lenders). (c) If a 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 Agent will forthwith so notify such Borrower and the Banks and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advancesshall have a duration of one month. (d) On Upon the date on which occurrence and during the aggregate unpaid principal amount continuance of Eurodollar Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion. (e) If any Event of Default exists as to any Borrowerunder Section 7.01(a), (i) each Eurodollar Rate Advance made to such Borrower 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 Banks Lenders to make, or to Convert Loans into, Eurodollar Rate Loans shall be suspended. (e) If the Eurodollar Rate for any Eurodollar Rate Loans cannot be determined in accordance with the definition of such term, (i) the Administrative 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 Loan is then a Base Rate Loan, will not be eligible for Conversion into a Eurodollar Rate Loan), and (iii) the obligation of the Lenders to make Eurodollar Rate Advances to such Borrower, and Loans or to Convert Advances made to such Borrower Loans into Eurodollar Rate Advances, Loans shall be suspendedsuspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, which notice shall be given promptly after such circumstances cease to exist.

Interest Rate Determination. (a) The Subject to clauses (b), (c), (d), (e) and (f) of this Section 2.08, if: (i) the Agent determines (which determination shall give prompt notice be conclusive absent manifest error) prior to the Borrowers and the Banks commencement of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i) or 2.13(a)(ii). (b) If, with respect to any Eurodollar Rate Advances, the Majority Banks notify the Agent that either (1) the Eurodollar Rate for 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 Eurodollar Interest Period; or (ii) the Agent is advised by the Required Lenders that prior to the commencement of any Interest Period for a Term Benchmark Borrowing, the Adjusted Term SOFR Rate Advances for such Interest Period will not adequately and fairly reflect the cost to such Majority Banks Lenders (or Lender) of making, funding making or maintaining their respective Eurodollar Rate Advances Loans (or its Loan) included in such Borrowing for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, ; then the Agent shall forthwith so notify give notice thereof to the Borrowers Borrower and the BanksLenders by telephone, whereupon telecopy or electronic mail as promptly as practicable thereafter and, until (ix) each Eurodollar the Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.02 or a new Notice of Borrowing in accordance with the terms of Section 2.02, any Interest Election Request that requests the conversion of any Revolving Credit Borrowing to, or continuation of any Revolving Credit Borrowing as, a Term Benchmark Borrowing and any Notice of Borrowing that requests a Term Benchmark Borrowing shall instead be deemed to be an Interest Election Request or a Notice of Borrowing, as applicable, for a Base Rate Advance will automaticallyBorrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowing, then all other Type of Borrowings shall be permitted. Furthermore, if any Term Benchmark Loan is outstanding on the date of the Borrower’s receipt of the notice from the Agent referred to in this Section 2.08(a) with respect to a Benchmark applicable to such Term Benchmark Loan, then until (x) the Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.02 or a new Notice of Borrowing in accordance with the terms of Section 2.02, any Term Benchmark Loan shall on the last day of the then existing Interest Period thereforapplicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), Convert into be converted by the Agent to, and shall constitute, a Base Rate AdvanceLoan on such day. (b) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedge Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.08), 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 (iiy) the obligation if a Benchmark Replacement is determined in accordance with clause (2) of the Banks 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 makethe Lenders without any amendment to, or to Convert Revolving Credit Advances intofurther action or consent of any other party to, Eurodollar Rate Advances shall be suspended until this Agreement or any other Loan Document so long as the Agent shall notify has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Borrowers and the Banks that the circumstances causing such suspension no longer existRequired Lenders. (c) If a Borrower shall fail Notwithstanding anything to select the duration contrary herein or in any other Loan Document, the 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 Interest Period for other party to this Agreement or any Eurodollar Rate Advances other Loan Document. (d) The Agent will promptly notify the Borrower and the Lenders of (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 Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.08, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in accordance 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 2.08. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the provisions contained implementation of a 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 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 Agent may modify the definition of “Interest Period” in Section 1.01for 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 Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Agent Borrower may revoke any request for a Term Benchmark Borrowing, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will forthwith so notify be deemed to have converted any request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to a Base Rate Borrowing. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such Borrower and tenor for such Benchmark, as applicable, will not be used in any determination of the Banks and Base Rate. Furthermore, if any Term Benchmark Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Benchmark applicable to such Revolving Credit Advances will automaticallyTerm Benchmark Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 2.08, any Term Benchmark Loan shall on the last day of the then existing Interest Period therefor, Convert into 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 $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower will automaticallyLoan (or the next succeeding Business Day if such day is not a Business Day), on be converted by the last day of the then existing Interest Period thereforAgent to, Convert into and shall constitute, a Base Rate Advance and (ii) the obligation of the Banks to make Eurodollar Rate Advances to Loan on such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspendedday.

Interest Rate Determination. (a) If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining each Eurodollar Rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. The Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i) or 2.13(a)(ii2.06(a), and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.06(a)(i). (b) If, with respect to at any time when the Advance is a Eurodollar Rate AdvancesAdvance, the Majority Banks Required Lenders notify the Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances Advance will not adequately reflect the cost to such Majority Banks Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances share of the Advance for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, whereupon (i) each Eurodollar Rate the 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 Banks to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers and the Banks that the circumstances causing such suspension no longer exist. (c) If 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 Agent will forthwith so notify such Borrower and the Banks and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Credit Borrowing the Advance shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000, such Revolving Credit Advances shall if the Advance is a Eurodollar Rate Advance, it will automatically Convert into a Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such ConversionAdvance. (ed) If Upon the occurrence and during the continuance of any Event of Default exists as to any BorrowerDefault, (i) each if the Advance is a Eurodollar Rate Advance made to such Borrower Advance, it will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance Advance. (e) If, at any time after the Agent has appointed more than two Reference Banks, fewer than two Reference Banks furnish timely information to the Agent for determining the Eurodollar Rate for an Interest Period, (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Interest Period, and (ii) the obligation Advance will automatically, on the last day of the Banks to make Eurodollar then existing Interest Period therefor, Convert into a Base Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspendedAdvance.

Interest Rate Determination. (a) Each Reference Bank agrees to furnish to the Administrative Agent timely information for the purpose of determining each Eurodollar Rate. If any one of the Reference Banks shall not furnish such timely information to the Administrative Agent for the purpose of determining such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.13(a)(i2.05(a) or 2.13(a)(ii(b), and the applicable rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.05(b). (bc) If, with respect If fewer than two Reference Banks furnish timely information to any Eurodollar Rate Advances, the Majority Banks notify the Administrative Agent that either (1) for determining the Eurodollar Rate for any Interest Period Eurodollar Rate Advances, (i) the Administrative Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or Advances, (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers and the Banks, whereupon (iii) 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), and (iiiii) the obligation of the Banks Lenders to make, or to Convert Revolving Credit Term Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist. (cd) If a Borrower shall fail If, with respect to select any Eurodollar Rate Advances, the duration of Majority Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for any such Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Advances in accordance with the provisions contained in the definition of “for such Interest Period” in Section 1.01, the Administrative Agent will shall forthwith so notify such the Borrower and the Banks and such Revolving Credit Advances Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. therefor (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 $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower will automatically, on the last day of the then existing Interest Period thereforunless prepaid), Convert into a Base Rate Advance and Advance, and (ii) the obligation of the Banks Lenders to make make, or to Convert Term Advances into, Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspendedsuspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrowers Company and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.08(a)(i) or 2.13(a)(ii(ii). (b) If, with respect to any Eurodollar Term Rate Advances, Advances (i) the Majority Banks Required Lenders notify the Agent that either (1) the Eurodollar Rate Term SOFR for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Required Lenders of making, funding or maintaining their respective Eurodollar Term Rate Advances for such Interest Period, Period or (2ii) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Agent determines the interest rate applicable to Term Rate Advances are is not ascertainable or available to them in (including, without limitation, because the London interbank marketapplicable Reuters or Bloomberg screen (or on any successor or substitute page on such screen) is unavailable), the Agent shall forthwith so notify the Borrowers Company and the BanksLenders, whereupon (A) the Company 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 Lenders to make, or to Convert Advances into, Term Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist. (c) The Interest Period for any Term Rate Advance shall, at the end of each Interest Period, be automatically continued for an Interest Period of the same duration until such time as the Company shall have Converted the applicable Term Rate Advance into a Base Rate Advances pursuant to Section 2.10. (d) On the date on which the aggregate unpaid principal amount of Term Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Borrowing Minimum, such Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurodollar Term 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 Banks Lenders to makemake Term Rate Advances, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers and the Banks that the circumstances causing such suspension no longer exist. (c) If 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 Agent will forthwith so notify such Borrower and the Banks and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into 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 $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower 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 Banks to make Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Term Rate Advances, shall be suspended.

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrowers applicable Borrower and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.07(a)(i) or 2.13(a)(ii(ii). (b) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Majority Banks Required Lenders notify the Agent that either (1i) 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 Eurocurrency Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers applicable Borrower and the BanksLenders, whereupon (iA) each Eurodollar Rate Advance will automaticallysuch Borrower 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 Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Eurocurrency Rate Advances in the affected currency shall be suspended until the Agent shall notify the Borrowers and the Banks Lenders that the circumstances causing such suspension no longer exist; 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 longer than one month, which 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 applicable Borrower as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period). (c) If a 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 1.011.01 for any Eurocurrency Rate Advances made to it, the Agent will forthwith so notify such Borrower and the Banks Lenders and such Revolving 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 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. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Borrowing Minimum, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such ConversionAdvances. (e) If Upon the occurrence and during the continuance of any Event of Default exists as to any Borrowerunder Section 6.01(a), (i) each Eurodollar Eurocurrency Rate Advance made to such Borrower 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 Banks Lenders to make Eurodollar Rate Advances to such Borrowermake, and or to Convert Advances made to such Borrower into Eurodollar into, Eurocurrency Rate Advances, Advances shall be suspended. (f) If the applicable Bloomberg screen (or any successor to or substitute for Bloomberg, providing rate quotations comparable to those currently provided by Bloomberg, as determined by the Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in Dollars or Sterling, as applicable, by reference to the ICE Benchmark Administration Settlement Rates for deposits in Dollars or Sterling, as applicable) or the applicable Bloomberg screen (or any successor to or substitute for Bloomberg, providing rate quotations comparable to those currently provided by Bloomberg, as determined by the Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in Euro by reference to the Banking Federation of the European Union Settlement Rates for deposits in Euro), as applicable, is unavailable for determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Agent shall forthwith notify the Borrowers 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

Interest Rate Determination. (a) Each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) The Agent shall give prompt notice to the Borrowers Borrower and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.06(a)(i) or 2.13(a)(ii(ii), and the applicable rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii). (bc) If fewer than two Reference Banks furnish timely information to the Agent for determining the Eurodollar Rate for any applicable A Advances, (i) the Agent shall give the Borrower and each Lender prompt notice by telephone (confirmed in writing) that the interest rate cannot be determined for such applicable A Advances, (ii) each such A Advance that is a 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 A Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligations of the Lenders to make, or to Convert A Advances into, Eurodollar Rate Advances, as the case may be, shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (d) If, with respect to any Eurodollar Rate Advances, the Majority Banks notify Lenders determine and give notice to the Agent that either (1) as a result of conditions in or generally affecting the relevant market, the rates of interest determined on the basis of the Eurodollar Rate for any Interest Period for such Eurodollar Rate A Advances will not adequately reflect the cost to such Majority Banks Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders, whereupon whereupon, (i) each such 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 Banks Lenders to make, or to Convert Revolving Credit A Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers Borrower and the Banks Lenders that the circumstances causing such suspension no longer exist. (ce) If a 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 Agent will forthwith so notify such the Borrower and the Banks Lenders and such Revolving Credit Eurodollar Rate Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. (df) On the date on which the aggregate unpaid principal amount of Eurodollar Rate A Advances comprising any Revolving Credit A Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000, such Revolving Credit A Advances shall shall, if they are Eurodollar Rate Advances, automatically Convert into Base Rate Advances Advances, and on and after such date the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower will automatically, on the last day right of the then existing Interest Period therefor, Borrower to Convert such A Advances into a Base Rate Advance and (ii) the obligation of the Banks to make Eurodollar Rate Advances shall terminate; provided, however, that if and so long as each such A Advance shall be, or be elected to such Borrowerbe Converted to, Eurodollar Rate Advances having the same Interest Period as Eurodollar Rate Advances comprising another A Borrowing or other A Borrowings, and the aggregate unpaid principal amount of all such Eurodollar Rate Advances shall, or upon such Conversion will, equal or exceed $20,000,000, the Borrower shall have the right to continue all such Eurodollar Rate Advances as, or to Convert all such A Advances made to such Borrower into into, Eurodollar Rate Advances, shall be suspendedAdvances having such Interest Period.

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrowers Borrower and the Banks of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i) or 2.13(a)(ii2.07(b). (b) If the Agent is unable to determine the Eurodollar Rate for any Eurodollar Rate Advances: (i) the Agent shall forthwith notify the Borrower and the Banks that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) 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 Banks to make Eurodollar Rate Advances or to Convert Revolving Credit Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist. (c) If, due to a major disruption in the interbank funding market with respect to any Eurodollar Rate Advances, the Majority Required Banks notify the Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Required Banks of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Borrower and the Banks, 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 Banks to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers Borrower and the Banks that the circumstances causing such suspension no longer exist. (cd) If a 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 Agent will forthwith so notify such the Borrower and the Banks and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances (or if such Advances are then Base Rate Advances, will continue as Base Rate Advances). (de) 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 $5,000,00010,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances, and on and after such date the right of the Borrower to Convert such Advances and the applicable Borrower into Eurodollar Rate Advances shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversionterminate. (ef) If Upon the occurrence and during the continuance of any Event of Default exists as to any Borrowerunder Section 6.01(a) or Section 6.01(e), (i) each Eurodollar Rate Advance made to such Borrower 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 Banks to make or continue, or to Convert Advances into, Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspended. (g) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines in good faith (which determination shall be conclusive absent manifest error), or the Borrower or the Required Banks notify the Administrative Agent (with, in the case of the Required Banks, a copy to the Borrower) that the Borrower or the Required Banks, 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 Eurodollar 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 Eurodollar Rate or a governmental authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the Eurodollar 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 in the U.S. market denominated in Dollars being executed at the time, or that include language similar to that contained in this Section 2.09(g), are being generally executed or amended, as applicable, to incorporate or adopt, as applicable, a new benchmark interest rate to replace LIBOR, then, after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace 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 credit facilities in the U.S. market denominated in Dollars for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and, notwithstanding anything to the contrary in Section 8.01, any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Banks and the Borrower unless, prior to such time, Banks comprising the Required Banks have delivered to the Administrative Agent notice that such Required Banks do not accept such amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist, the obligation of the Banks to make or maintain Eurodollar Rate Advances shall be suspended, (to the extent of the affected Eurodollar Rate Advances or Interest Periods). Upon receipt of such notice, the Borrower may revoke any pending request for a Eurodollar Rate Advance 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 in the amount specified therein.

Interest Rate Determination. (a) The Subject to clauses (b), (c), (d), (e) and (f) of this Section 2.12, if: (i) the Administrative Agent determines (which determination shall give prompt notice be conclusive absent manifest error) prior to the Borrowers and the Banks commencement of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i) or 2.13(a)(ii). (b) If, with respect to any Eurodollar Rate Advances, the Majority Banks notify the Agent that either (1) the Eurodollar Rate for any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining Adjusted Term SOFR or Term SOFR (including because the Term SOFR Reference Rate is not available or published on a current basis), for such Eurodollar Rate Advances Interest Period; or (ii) the Administrative Agent is advised by the Required Lenders that prior to the commencement of any Interest Period for a Term Benchmark Borrowing, Adjusted Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Majority Banks Lenders (or Lender) of making, funding making or maintaining their respective Eurodollar Rate Advances Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (2x) Dollar deposits for the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant amounts Benchmark and Interest Period (y) the Borrower delivers a new Notice of Borrowing in accordance with the terms of Section 2.02, any Notice of Borrowing that requests a Term Benchmark Revolving Borrowing shall instead be deemed to be a Notice of Borrowing for their respective Eurodollar a Base Rate Advances are not available Borrowing; provided that if the circumstances giving rise to them such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted. Furthermore, if any Term Benchmark Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.12(a), then until (x) the London interbank market, Administrative Agent notifies the Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Notice of Borrowing in accordance with the terms of Section 2.02, whereupon (i) each Eurodollar Rate Advance will automatically, any Term Benchmark Loan shall on the last day of the then existing Interest Period thereforapplicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), Convert into be converted by the Administrative Agent to, and shall constitute, a Base Rate AdvanceLoan. (b) 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 (iiy) the obligation if a Benchmark Replacement is determined in accordance with clause (2) of the Banks 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 makethe Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until such Benchmark Replacement from Lenders comprising the Agent shall notify the Borrowers and the Banks that the circumstances causing such suspension no longer existRequired Lenders. (c) If Notwithstanding anything to the contrary herein or in any other Loan Document,in connection with the implementation of a Borrower shall fail Benchmark Replacement, the Administrative Agent will have the right to select make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the duration 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 Interest Period for other party to this Agreement or any Eurodollar Rate Advances other Loan Document. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (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 (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.12, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in accordance 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 2.12. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the provisions contained implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion 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” in Section 1.01for 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. (f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Agent Borrower may revoke any request for a Term Benchmark Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will forthwith so notify be deemed to have converted any request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to a Base Rate Borrowing. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such Borrower and tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Furthermore, if any Term Benchmark Loan is outstanding on the Banks and date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, then until such Revolving Credit Advances will automaticallytime as a Benchmark Replacement is implemented pursuant to this Section 2.12, any Term Benchmark Loan shall on the last day of the then existing Interest Period therefor, Convert into 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 $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower will automaticallyLoan (or the next succeeding Business Day if such day is not a Business Day), on be converted by the last day of the then existing Interest Period thereforAdministrative Agent to, Convert into and shall constitute, a Base Rate Advance and (ii) the obligation of the Banks to make Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspendedLoan.

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrowers Borrower and the Banks of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i) or 2.13(a)(ii2.07(b). (b) If the Agent is unable to determine the Eurodollar Rate for any Eurodollar Rate Advances: (i) the Agent shall forthwith notify the Borrower and the Banks 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 Banks 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 Banks that the circumstances causing such suspension no longer exist. (c) If, with respect to any Eurodollar Rate Advances, the Majority Required Banks notify the Agent (A) that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Required Banks of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, Period or (2B) that Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Borrower and the Banks, 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 Banks to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers Borrower and the Banks that the circumstances causing such suspension no longer exist. (cd) If a 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 Agent will forthwith so notify such the Borrower and the Banks and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances (or if such Advances are then Base Rate Advances, will continue as Base Rate Advances). (de) 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 $5,000,00010,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances, and on and after such date the right of the Borrower to Convert such Advances and the applicable Borrower into Eurodollar Rate Advances shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversionterminate. (ef) If Upon the occurrence and during the continuance of any Event of Default exists as to any Borrowerunder Section 6.01(a), (i) each Eurodollar Rate Advance made to such Borrower 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 Banks to make make, or to Convert Advances into, Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspended.

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrowers Borrower and the Banks of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.10(a) or 2.13(a)(ii(b). (b) If the Agent shall, at least one Business Day before the date of a Borrowing or the Conversion or continuation of a Borrowing, notify the Borrower and the Banks that adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Advance, the Agent shall forthwith notify the Borrower and the Banks that the interest rate cannot be determined for such Eurodollar Advances, whereupon (i) the Advances will automatically, on the last day of the then outstanding Interest Period therefor, Convert into, and with respect to the requested Advances as part of the requested Borrowing, the Advances shall be, a Base Rate Advance (or if the Advances are then Base Rate Advances, will continue as Base Rate Advances), and (ii) the rights of the Borrower to select, and the obligation of the Banks to make, or to Convert the Advances into or continue the Advances as, Eurodollar Advances shall be suspended until the Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist. (c) If, with respect to any Eurodollar Rate Advances, the Majority Banks shall at least one Business Day before the requested date of, or the proposed Conversion or continuation of the Advances comprising all or part of such Borrowing, notify the Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks of making, funding or maintaining their respective Eurodollar Advances bearing interest at a Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Borrower and the Banks, whereupon whereupon (i) each such outstanding Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into or be continued as, and with respect to the requested Advances as part of the requested Borrowing, such Advance shall be a Base Rate Advance, and and (ii) the rights of the Borrower to select, and the obligation of the Banks to make, or to Convert Revolving Credit Advances intointo or continue Advances as, Eurodollar Rate Advances shall be suspended until the Majority Banks have notified the Agent, and the Agent shall notify the Borrowers Borrower and the Banks that the circumstances causing such suspension no longer exist. (cd) [Reserved] (e) [Reserved] (f) The Agent shall, upon becoming aware that the circumstances causing any such suspension referred to in Sections 2.12(b), 2.12(c) or 2.16 no longer apply, promptly so notify the Borrower; provided that the failure of the Agent to so notify the Borrower shall not impair the rights of the Banks under this Section 2.12 or Section 2.16, as applicable, or expose the Agent to any liability. (g) If a (i) 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 the provisions of this Section 2.13, or (ii) is not entitled to Convert or continue such Advances into or as Eurodollar Rate Advances pursuant to this Section 2.13, the Agent will forthwith so notify such the Borrower and the Banks and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into (x) in the case of clause (i) above, Eurodollar Advances having an Interest Period of one month and (y) otherwise, Base Rate Advances. (dh) 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 $5,000,000, such Revolving Credit Advances shall shall, if they are Eurodollar Advances, automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such ConversionAdvances. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower 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 Banks to make Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspended.

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrowers Company and the Banks Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i2.08(a)(i) or 2.13(a)(ii(ii). (b) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Majority Banks Required Lenders notify the Agent that either (1i) 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 Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Eurocurrency Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Majority Banks Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrowers Company and the BanksLenders, 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 Banks Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Borrowers Company and the Banks Lenders that the circumstances causing such suspension no longer exist. (c) If a 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 Agent will forthwith so notify such Borrower and the Banks Lenders and such Revolving 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 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. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Revolving Credit Borrowing Minimum, such Revolving Credit Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be paid pursuant Section 8.4(c) as a result exchanged for an Equivalent amount of such ConversionDollars and Convert into Base Rate Advances. (e) If Upon the occurrence and during the continuance of any Event of Default exists as to any BorrowerDefault, (i) each Eurodollar Eurocurrency Rate Advance made to such Borrower will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate 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 Advances into, Eurocurrency 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) as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Agent from time to time) 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 applicable Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) with respect to each 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 (iiB) 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 Banks Lenders to make Eurodollar Eurocurrency Rate Advances or to Convert Revolving Credit 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) Notwithstanding anything to the contrary in this Agreement, if the Agent determines (which determination shall be conclusive absent manifest error), or the Required Lenders notify the Agent (with a copy to the Company) that the Required Lenders have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because LIBOR is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the supervisor for the administrator of LIBOR or a governmental authority having jurisdiction over the Agent has made a public statement identifying a specific date after which LIBOR shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), then, after such determination by the Agent or receipt by the Agent of such notice, as applicable, the Agent and the Company may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that has been broadly accepted by the syndicated loan market in the United States in lieu of LIBOR (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and, notwithstanding anything to the contrary in Section 9.01, 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 Company unless, prior to such Borrowertime, Lenders comprising the Required Lenders have delivered to the Agent 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, the obligation of the Lenders to Convert make or maintain LIBOR Advances made to such Borrower into Eurodollar Rate Advances, shall be suspended, (to the extent of the affected LIBOR Advances or Interest Periods). Upon receipt of such notice, any Borrower may revoke any pending request for a LIBOR Borrowing of, conversion to or continuation of LIBOR Advances (to the extent of the affected LIBOR 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 in the amount specified therein.

Interest Rate Determination. (a) The Subject to clauses (b), (c), (d), (e) and (f) of this Section 2.12, if: (i) the Administrative Agent determines (which determination shall give prompt notice be conclusive absent manifest error) prior to the Borrowers and the Banks commencement of the applicable interest rate determined by the Agent for purposes of Section 2.13(a)(i) or 2.13(a)(ii). (b) If, with respect to any Eurodollar Rate Advances, the Majority Banks notify the Agent that either (1) the Eurodollar Rate for any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining Adjusted Term SOFR or Term SOFR (including because the Term SOFR Reference Rate is not available or published on a current basis), for such Eurodollar Rate Advances Interest Period; or (ii) the Administrative Agent is advised by the Required Lenders that prior to the commencement of any Interest Period for a Term Benchmark Borrowing, Adjusted Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Majority Banks Lenders (or Lender) of making, funding making or maintaining their respective Eurodollar Rate Advances Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (2x) Dollar deposits for the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant amounts Benchmark and Interest Period (y) the Borrower delivers a new Notice of Borrowing in accordance with the terms of Section 2.02, any Notice of Borrowing that requests a Term Benchmark Revolving Borrowing shall instead be deemed to be a Notice of Borrowing for their respective Eurodollar a Base Rate Advances are not available Borrowing; provided that if the circumstances giving rise to them such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted. Furthermore, if any Term Benchmark Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.12(a), then until (x) the London interbank market, Administrative Agent notifies the Agent shall forthwith so notify the Borrowers Borrower and the BanksLenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Notice of Borrowing in accordance with the terms of Section 2.02, whereupon (i) each Eurodollar Rate Advance will automatically, any Term Benchmark Loan shall on the last day of the then existing Interest Period thereforapplicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), Convert into be converted by the Administrative Agent to, and shall constitute, a Base Rate AdvanceLoan. (b) 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 (iiy) the obligation if a Benchmark Replacement is determined in accordance with clause (2) of the Banks 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 makethe Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until such Benchmark Replacement from Lenders comprising the Agent shall notify the Borrowers and the Banks that the circumstances causing such suspension no longer existRequired Lenders. (c) If Notwithstanding anything to the contrary herein or in any other Loan Document, in connection with the implementation of a Borrower shall fail Benchmark Replacement, the Administrative Agent will have the right to select make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the duration 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 Interest Period for other party to this Agreement or any Eurodollar Rate Advances other Loan Document. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (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 (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.12, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in accordance 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 2.12. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the provisions contained implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion 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” in Section 1.01for 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. (f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Agent Borrower may revoke any request for a Term Benchmark Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will forthwith so notify be deemed to have converted any request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to a Base Rate Borrowing. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such Borrower and tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Furthermore, if any Term Benchmark Loan is outstanding on the Banks and date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, then until such Revolving Credit Advances will automaticallytime as a Benchmark Replacement is implemented pursuant to this Section 2.12, any Term Benchmark Loan shall on the last day of the then existing Interest Period therefor, Convert into 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 $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate Advances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion. (e) If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower will automaticallyLoan (or the next succeeding Business Day if such day is not a Business Day), on be converted by the last day of the then existing Interest Period thereforAdministrative Agent to, Convert into and shall constitute, a Base Rate Advance and (ii) the obligation of the Banks to make Eurodollar Rate Advances to such Borrower, and to Convert Advances made to such Borrower into Eurodollar Rate Advances, shall be suspendedLoan.