Common use of Interest Rate Determination Clause in Contracts

Interest Rate Determination. (a) If, with respect to any Eurocurrency Rate Loans, the Required Lenders notify the Administrative Agent that (i) adequate and reasonable means do not exist for ascertaining the applicable Eurocurrency Rate (including because the applicable screen rate is not available or published on a current basis) or (ii) the Eurocurrency Rate for any Interest Period for such Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurocurrency Rate Loans for such Interest Period, the Administrative 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 Loans or (y) exchange such Loans into an Equivalent amount of Dollars and Convert such Loans into Base Rate Loans and (B) the obligation of the Lenders to make, or to Convert Loans into, Eurocurrency Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable to Eurocurrency Rate Loans, the Borrower may elect, by notice to the Administrative Agent and the Lenders, to continue such Loans for a period of not longer than 30 days, which Loans shall bear interest at a rate per annum equal to the Applicable Margin in respect of Eurocurrency Rate Loans plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Loans by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Administrative Agent and the Borrower as soon as practicable (but in any event not later than ten Business Days after the first day of such period).

Interest Rate Determination. (a) If, with respect Each Reference Bank agrees to any Eurocurrency Rate Loans, the Required Lenders notify furnish to the Administrative Agent that (i) adequate 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. The Administrative Agent shall give prompt notice to the Borrower and reasonable means do not exist for ascertaining the Lenders of the applicable Eurocurrency Rate (including because interest rate determined by the Administrative Agent for purposes of Section 2.06(a) and the applicable screen rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate is not available or published on a current basis) or (ii) under Section 2.06(b). If fewer than two Reference Banks furnish timely information to the Eurocurrency Administrative Agent for determining the Eurodollar Rate for any Interest Period for such Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurocurrency Eurodollar Rate Loans for such Interest PeriodAdvances, the Administrative Agent shall forthwith so notify the Borrower and the LendersLenders that the interest rate cannot be determined for such Eurodollar Rate Advances, whereupon (A) the Borrower willeach such Advance will automatically, on the last day of the then existing Interest Period therefor, either (x) prepay such Loans or (y) exchange such Loans Convert into an Equivalent amount of Dollars and Convert such Loans into a Base Rate Loans Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (B) the obligation of the Lenders to make, or to Convert Loans into, Eurocurrency Advances into Eurodollar Rate Loans Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided that. If, if the circumstances set forth in clause (ii) above are applicable with respect to Eurocurrency any Eurodollar Rate LoansAdvances, the Borrower may elect, by notice to Majority Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, to continue such Loans for a period whereupon each Eurodollar Rate Advance will automatically, on the last day of not longer than 30 days, which Loans shall bear interest at a rate per annum equal to the Applicable Margin in respect of Eurocurrency Rate Loans plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Loans by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each then existing Interest Period therefor, Convert into a Base Rate Advance, and 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 Borrower and the Borrower as soon as practicable (but in any event not later than ten Business Days after Lenders that the first day of circumstances causing such period)suspension no longer exist.

Interest Rate Determination. (a) IfEach Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each Adjusted CD Rate or Eurodollar Rate, with respect 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 Eurocurrency Rate Loanssuch interest rate, the Required 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 Borrower and the Lenders notify of the Administrative applicable interest rate determined by the Agent that for purposes of Section 2.07(a), (b) or (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). (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, due to the unavailability of funds to such Reference Banks in the relevant financial markets: (i) adequate and reasonable means do not exist for ascertaining the applicable Eurocurrency Rate (including because the applicable screen rate is not available or published on a current basis) or (ii) the Eurocurrency Rate for any Interest Period for such Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurocurrency Rate Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the LendersLenders that the interest rate cannot be determined for such Adjusted CD Rate Advances or Eurodollar Rate Advances, whereupon as the case may be; (Aii) the Borrower willeach such Advance will automatically, on the last day of the then existing Interest Period therefor, either (x) prepay such Loans or (y) exchange such Loans Convert into an Equivalent amount of Dollars and Convert such Loans into a Base Rate Loans Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance); and (Biii) the obligation of the Lenders to make, or to Convert Loans A Advances into, Eurocurrency Adjusted CD Rate Loans Advances or 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; provided that. (d) If, if the circumstances set forth in clause (ii) above are applicable with respect to Eurocurrency any Eurodollar Rate LoansAdvances, the Majority Lenders notify the Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower may elect, by notice to the Administrative Agent and the Lenders, whereupon: (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance or, if requested by the Borrower in accordance with Section 2.10, an Adjusted CD Rate Advance; and (ii) the obligation of the Lenders to continue make, or to Convert A Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such Loans suspension no longer exist. (e) If the Borrower shall fail to (i) select the duration of any Interest Period for any Adjusted CD Rate Advances or any Eurodollar Rate Advances in accordance with the provisions contained in the definition of "Interest Period" in Section 1.01, (ii) provide a period Notice of not longer than 30 days, which Loans shall bear interest at a rate per annum equal Conversion with respect to any Eurodollar Rate Advances or Adjusted CD Rate Advances on or prior to 12:00 noon (A) on the third Business Day prior to the Applicable Margin last day of the Interest Period applicable thereto, in the case of a Conversion to or in respect of Eurocurrency Eurodollar Rate Loans plusAdvances, for each Lenderor (B) on the second Business Day prior to the last day of the Interest Period applicable thereto, in the case of a Conversion to or in respect of Adjusted CD Rate Advances, or (iii) satisfy the applicable conditions precedent set forth in Section 3.02 with respect to the Conversion to or in respect of any Eurodollar Rate Advances or Adjusted CD Rate Advances, the cost to Agent will forthwith so notify the Borrower and the Lenders and such Lender (expressed as a rate per annum) Advances will automatically, on the last day of funding its Eurocurrency Rate Loans by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each the then existing Interest Period therefor, Convert into Base Rate Advances; provided, however, that if, in the case of any failure by the Borrower pursuant to clause (iii), above, the Majority Lenders do not notify the Borrower within 30 days after such Conversion into Base Rate Advances that they have agreed to waive, or have decided not to waive, the applicable conditions precedent set forth in Section 3.02 that the Borrower failed to satisfy, the Majority Lenders shall be deemed to have waived such conditions precedent solely with respect to the Administrative Agent Advances so Converted, and the Borrower as soon as practicable (but shall, at any time after such 30-day period, be permitted to Convert such Advances into Eurodollar Rate Advances or Adjusted CD Rate Advances; and provided further, however, that such deemed waiver shall be of no further force or effect if, at any time after such 30-day period, the Majority Lenders notify the Borrower that they no longer agree to waive such conditions precedent, in which case any event not later than ten Business Days after such Advances so Converted into Eurodollar Rate Advances or Adjusted CD Rate Advances shall automatically Convert into Base Rate Advances on the first last day of the then existing Interest Period therefor. (f) On the date on which the aggregate unpaid principal amount of A Advances comprising any A Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the product of (i) $1,000,000 and (ii) the number of Lenders on such period)date, such A Advances 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 aggregate unpaid principal amount of all such A 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 A Advances as, or to Convert all such A 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 and each outstanding Adjusted CD Rate Advance shall automatically Convert to a Base Rate Advance at the end of the Interest Period then in effect for such Eurodollar Rate Advance or Adjusted CD Rate Advance. SECTION 2.10.

Interest Rate Determination. (a) If, with respect to any Eurocurrency Rate LoansAdvances, the Required Lenders notify the Administrative Agent that (i) adequate and reasonable means do not exist for ascertaining they are unable to obtain matching deposits in the applicable Eurocurrency Rate London interbank market at or about 11:00 A.M. (including because London time) on the applicable screen rate is not available or published on second Business Day before the making of a current basis) Revolving Credit Borrowing in sufficient amounts to fund their respective Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Loans Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurocurrency Rate Loans Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Borrowers and the Lenders, whereupon (A) the applicable 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 Loans Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in Euro, either (x) prepay such Advances or (y) exchange such Loans Advances into an Equivalent amount of Dollars and Convert such Loans Advances into Base Rate Loans Advances and (B) the obligation of the Lenders to make, or to Convert Loans Revolving Credit Advances into, Eurocurrency Rate Loans Advances shall be suspended until the Administrative Agent shall notify the Borrower Borrowers and the Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable to Eurocurrency Rate LoansAdvances for Euro, the applicable Borrower may elect, by notice to the Administrative Agent and the Lenders, to continue such Loans Advances in Euro for a period of not longer than 30 days, which Loans Advances shall bear interest at a rate per annum equal to the Applicable Margin in respect of Eurocurrency Rate Loans Advances plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Loans Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Administrative 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 period).

Interest Rate Determination. The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i), (aii) or (iii). If, with respect to any Eurocurrency Eurodollar Rate LoansAdvances, the Required Lenders notify the Administrative Agent that (i) adequate and reasonable means do not exist for ascertaining the applicable Eurocurrency Rate (including because the applicable screen rate is not available or published on a current basis) or (ii) the Eurocurrency Eurodollar Rate for any Interest Period for such Loans Revolving Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurocurrency Eurodollar Rate Loans Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (Ai) the Borrower willeach Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, either (x) prepay such Loans or (y) exchange such Loans Convert into an Equivalent amount of Dollars and Convert such Loans into a Base Rate Loans Advance, and (Bii) the obligation of the Lenders to make, or to Convert Loans Revolving Advances into, Eurocurrency Eurodollar Rate Loans Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided that. If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of "Interest Period" in Section 1.01, if the circumstances set forth in clause Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances. Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) above are applicable the obligation of the Lenders to Eurocurrency make, or to Convert Revolving Advances into, Eurodollar Rate Loans, the Borrower may elect, by notice to the Administrative Agent and the Lenders, to continue such Loans for a period of not longer than 30 days, which Loans Advances shall bear interest at a rate per annum equal to the Applicable Margin in respect of Eurocurrency Rate Loans plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Loans by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Administrative Agent and the Borrower as soon as practicable (but in any event not later than ten Business Days after the first day of such period)suspended.

Interest Rate Determination. (a) IfSubject to clauses (b), (c), (d), (e), (f) and (g) of this Section 2.07, if, with respect to any Eurocurrency Rate Loans, the Required Lenders notify the Administrative Agent that (i) adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate, as applicable Eurocurrency Rate (including because the applicable screen rate is not available or published on a current basis) or (ii) the Eurocurrency Rate for any Interest Period for such Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurocurrency Rate Loans for such Interest Period, the Administrative 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, (1) if such Eurocurrency Rate Loans are denominated in Dollars, either (x) prepay such Eurocurrency Rate Loans or (y) Convert such Eurocurrency Rate Loans into Base Rate Loans and (2) if such Eurocurrency Rate Loans are denominated in Euro, either (x) prepay such Eurocurrency Rate Loans or (y) exchange such Eurocurrency Rate Loans into an Equivalent amount of Dollars and Convert such Eurocurrency Rate Loans into Base Rate Loans and (B) the obligation of the Lenders to make, or to Convert Term Loans into, Eurocurrency Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable to Eurocurrency Rate LoansLoans denominated in the Foreign Currency, the applicable Borrower may elect, by notice to the Administrative Agent and the Lenders, to continue such Term Loans in such Foreign Currency for a period of not longer than 30 days, which Loans Term Loan shall bear interest at a rate per annum equal to the Applicable Margin in respect of Eurocurrency Rate Loans plus, for each Lender, plus the cost to such Lender (expressed as a rate per annum) Cost of funding its Eurocurrency Rate Loans by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Administrative Agent and the Borrower as soon as practicable (but in any event not later than ten Business Days after the first day of such period)Funds Rate.

Interest Rate Determination. (a) If, with respect The Administrative Agent shall give prompt notice to any Eurocurrency Rate Loans, the Required applicable Borrower and the Lenders notify of the applicable interest rate determined by the Administrative Agent that (ifor purposes of Section 2.8(a).(b) adequate and reasonable means do not exist for ascertaining If any Borrower shall fail to select the applicable Eurocurrency Rate (including because the applicable screen rate is not available or published on a current basis) or (ii) the Eurocurrency Rate for duration of any Interest Period for such Loans will not adequately reflect any EurocurrencyTerm Benchmark Rate Advances in accordance with the cost to such Required Lenders provisions contained in the definition of making, funding or maintaining their respective Eurocurrency Rate Loans for such “Interest Period” in Section 1.1, the Administrative Agent shall will forthwith so notify the such Borrower and the Lenders, whereupon (A) the Borrower willLenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, either continue with an Interest Period of one month. (xc) prepay Upon the occurrence and during the continuance of any Event of Default, (i) each EurocurrencyTerm Benchmark Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Loans or EurocurrencyTerm Benchmark Rate Advances are denominated in US Dollars, be Converted into Base Rate Advances and (yB) exchange if such Loans into EurocurrencyTerm Benchmark Rate Advances are denominated in any Committed Currency, be exchanged for an Equivalent amount of US Dollars and Convert such Loans be Converted into Base Rate Loans Advances and (Bii) the obligation of the Lenders to make, or to Convert Loans Advances into, Eurocurrency EurocurrencyTerm Benchmark Rate Loans Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer existsuspended; provided that, if the circumstances set forth in clause (ii) above are applicable to Eurocurrency Rate Loans, the Borrower may elect, by notice to the Administrative Agent and the LendersLenders within one Business Day of such Event of Default, to continue such Loans Advances in such Committed Currency, whereupon the Administrative Agent may require that each Interest Period relating to such EurocurrencyTerm Benchmark Rate Advances (other than those denominated in Euro) shall bear interest at the Overnight Eurocurrency Rate for a period of not longer three Business Days and thereafter, each such Interest Period shall have a duration of one month. “Overnight Eurocurrency Rate” means, in the case of Advances denominated in a LIBOR Committed Currency other than 30 daysEuro, which Loans the rate appearing on applicable Bloomberg screen as LIBOR for deposits in the applicable Committed Currency at approximately 11:00 A.M. (London time) two Business Days prior to the such day for a term of one Business Day, or in the case of and such Term Benchmark Rate Advances denominated in Euro, EONIA shall bear interest at a rate per annum equal to the Applicable Margin in respect of Eurocurrency Rate Loans plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Loans by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Administrative Agent and the Borrower as soon as practicable (but in any event not later than ten Business Days after the first day of such period)€STR.

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.06. If, with respect to any Eurocurrency Rate LoansAdvances, the Required Lenders notify the Administrative Agent that (i) adequate and reasonable means do not exist for ascertaining the applicable Eurocurrency Rate (including because the applicable screen rate is not available or published on a current basis) or (ii) the Eurocurrency LIBO Rate for any Interest Period for such Loans Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurocurrency Rate Loans Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders. During the 15 days next succeeding the giving of such notice, whereupon (A) the Borrower willand the Lenders shall negotiate in good faith in order to arrive at a mutually satisfactory interest rate which shall be applicable during such Interest Period to the Advances. If within such 15-day period, on the last Borrower and the Required Lenders agree in writing upon an alternative interest rate, such rate shall be effective from the commencement of such Interest Period. If the Borrower and the Required Lenders fail to agree upon such an alternative interest rate within such 15-day period, the interest rate during such Interest Period applicable to each Lender's Advance effective from the commencement of such Interest Period shall be such rate as such Lenders shall determine (in a certificate delivered by such Lenders to the Agent setting forth the basis of the then existing computation of such amount, which certificate shall be conclusive and binding for all purposes, absent manifest error) to be necessary to compensate such Lenders for their cost of obtaining (in good faith and using commercially reasonable efforts to minimize the interest cost to the Borrower) as of the commencement of such Interest Period therefor, either (x) prepay funds for such Loans or (y) exchange such Loans into Interest Period in an Equivalent amount equal to the principal amount of Dollars and Convert such Loans into Base Rate Loans and (B) Lender's Advance plus the obligation of the Lenders to make, or to Convert Loans into, Eurocurrency Rate Loans shall be suspended until the Administrative Applicable Margin. The Agent shall notify the Borrower and of each such determination as promptly as practicable. If for any reason it is not possible to determine the Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are LIBO Rate applicable to Eurocurrency Rate Loans, the Borrower may elect, by notice to the Administrative Agent and the Lenders, to continue such Loans for a period of not longer than 30 days, which Loans shall bear interest at a rate per annum equal to the Applicable Margin in respect of Eurocurrency Rate Loans plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Loans by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each any Interest Period on the second Business Day prior to the Administrative Agent and the Borrower as soon as practicable (but in any event not later than ten Business Days after the first day of such period)Interest Period in accordance with clause (a) and (b) of the definition of "LIBO Rate", the LIBO Rate shall be equal to the Tasa Libor - 180 xxxx for such Interest Period.

Interest Rate Determination. (a) If, with respect Each Reference Bank agrees to any Eurocurrency Rate Loans, the Required Lenders notify furnish to the Administrative Agent that (i) adequate 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. The Administrative Agent shall give prompt notice to the Borrower and reasonable means do not exist for ascertaining the Lenders of the applicable Eurocurrency Rate (including because interest rate determined by the Administrative Agent for purposes of Section 2.07(a) and the applicable screen rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate is not available or published on a current basis) or (ii) under Section 2.07(b). If fewer than two Reference Banks furnish timely information to the Eurocurrency Administrative Agent for determining the Eurodollar Rate for any Interest Period for such Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurocurrency Eurodollar Rate Loans for such Interest PeriodAdvances, the Administrative Agent shall forthwith so notify the Borrower and the LendersLenders that the interest rate cannot be determined for such Eurodollar Rate Advances, whereupon (A) the Borrower willeach such Advance will automatically, on the last day of the then existing Interest Period therefor, either (x) prepay such Loans or (y) exchange such Loans Convert into an Equivalent amount of Dollars and Convert such Loans into a Base Rate Loans Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (B) the obligation of the Lenders to make, or to Convert Loans into, Eurocurrency Advances into Eurodollar Rate Loans Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided that. If, if the circumstances set forth in clause (ii) above are applicable with respect to Eurocurrency any Eurodollar Rate LoansAdvances, the Borrower may elect, by notice to Majority Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, to continue such Loans for a period whereupon each Eurodollar Rate Advance will automatically, on the last day of not longer than 30 days, which Loans shall bear interest at a rate per annum equal to the Applicable Margin in respect of Eurocurrency Rate Loans plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Loans by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each then existing Interest Period therefor, Convert into a Base Rate Advance, and 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 Borrower and the Borrower as soon as practicable (but in any event not later than ten Business Days after Lenders that the first day of circumstances causing such period)suspension no longer exist.

Interest Rate Determination. (a) If, with With respect to any Eurocurrency Rate the Tranche A-1 Loans, the Tranche A-2 Loans and the Tranche A-3 Loans, if the Required Lenders notify determine that the Administrative Agent that (i) adequate and reasonable means do not exist for ascertaining the applicable Eurocurrency Rate (including because the applicable screen rate is not available or published on a current basis) or (ii) the Eurocurrency LIBO Rate for any Interest Period for any such Loans loan will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurocurrency Rate Tranche A-1 Loans, Tranche A-2 Loans and/or Tranche A-3 Loans as the case may be, for such Interest Period, the Administrative Agent such Required Lenders shall forthwith so notify the Administrative Agent. During the 15 days next succeeding the giving of such notice, the Borrower and the LendersAdministrative Agent shall negotiate in good faith in order to arrive at a mutually satisfactory interest rate which shall be applicable during such Interest Period to such Loan. If within such 15-day period, whereupon (A) the Borrower willand the Administrative Agent agree in writing upon an alternative interest rate, on such rate shall be effective from the last commencement of such Interest Period. If the Borrower and the Administrative Agent fail to agree upon such an alternative interest rate within such 15-day period, the interest rate during such Interest Period applicable to such loan effective from the commencement of such Interest Period shall be such rate as the Administrative Agent shall determine (in a certificate delivered by the Administrative Agent to the Borrower setting forth the basis of the then existing computation of such amount, which certificate shall be conclusive and binding for all purposes, absent manifest error) to be necessary to compensate the Lender for its cost of obtaining (in good faith and using commercially reasonable efforts to minimize the interest cost to the Borrower) as of the commencement of such Interest Period therefor, either (x) prepay funds for such Loans or (y) exchange such Loans into Interest Period in an Equivalent amount equal to the principal amount of Dollars and Convert such Loans into Base Rate Loans and (B) Tranche A-1 Loan, such Tranche A-2 Loan and/or such Tranche A-3 Loan as the obligation of case may be, plus the Lenders to make, or to Convert Loans into, Eurocurrency Rate Loans shall be suspended until the Applicable Margin. The Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing of each such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable to Eurocurrency Rate Loans, the Borrower may elect, by notice to the Administrative Agent and the Lenders, to continue such Loans for a period of not longer than 30 days, which Loans shall bear interest at a rate per annum equal to the Applicable Margin in respect of Eurocurrency Rate Loans plus, for each Lender, the cost to such Lender (expressed determination as a rate per annum) of funding its Eurocurrency Rate Loans by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Administrative Agent and the Borrower promptly as soon as practicable (but in any event not later than ten Business Days after the first day of such period)practicable.

Interest Rate Determination. (a) If, with respect to any Eurocurrency Rate LoansAdvances, the Required Lenders notify the Administrative Agent that (i) adequate and reasonable means do not exist for ascertaining the applicable Eurocurrency Rate Rate, as applicable (including because the applicable screen rate is not available or published on a current basis) or (ii) the Eurocurrency Rate for any Interest Period for such Loans Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurocurrency Rate Loans Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Borrowers and the Lenders, whereupon (A) the applicable 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 Loans Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in Euro, either (x) prepay such Advances or (y) exchange such Loans Advances into an Equivalent amount of Dollars and Convert such Loans Advances into Base Rate Loans Advances and (B) the obligation of the Lenders to make, or to Convert Loans Revolving Credit Advances into, Eurocurrency Rate Loans Advances shall be suspended until the Administrative Agent shall notify the Borrower Borrowers and the Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable to Eurocurrency Rate LoansAdvances for Euro, the applicable Borrower may elect, by notice to the Administrative Agent and the Lenders, to continue such Loans Advances in Euro for a period of not longer than 30 days, which Loans Advances shall bear interest at a rate per annum equal to the Applicable Margin in respect of Eurocurrency Rate Loans Advances plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Loans Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Administrative 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 period).

Interest Rate Determination. (a) IfThe Agent shall give prompt notice to the Parent Borrower, the applicable Borrower and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.08(a) or (b). (b) If in connection with any request for a Term SOFR Advance, an Alternative Currency Advance or a BA Rate Advance or a conversion of Index Rate Loans to Term SOFR Advances, Alternative Currency Advances or BA Rate Advances or a continuation of any of such Advances, as applicable, (i) the Agent determines, in consultation with Parent Borrower, (which determination shall be conclusive absent manifest error) that (A) no Successor Rate for the Relevant Rate for the applicable Agreed Currency has been determined in accordance with Section 2.09(c) and the circumstances under clause (i) of Section 2.09(c) or the Scheduled Unavailability Date, has occurred with respect to any Eurocurrency such Relevant Rate Loans(as applicable), the Required Lenders notify the Administrative Agent that or (iB) adequate and reasonable means do not otherwise exist for ascertaining determining the Relevant Rate for the applicable Eurocurrency Agreed Currency for any determination date(s) or requested Interest Period, as applicable, with respect to a proposed Term SOFR Advance, an Alternative Currency Advance or a BA Rate (including because the applicable screen rate is not available Advance or published on a current basis) in connection with an existing or proposed Index Rate Loan, or (ii) the Eurocurrency Rate Agent or the Majority Lenders determine, in consultation with Parent Borrower, that for any reason the Relevant Rate with respect to a proposed Advance denominated in an Agreed Currency for any requested Interest Period for such Loans will or determination date(s) does not adequately and fairly reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurocurrency Rate Loans for such Interest PeriodAdvance, the Administrative Agent shall forthwith will promptly so notify the Parent Borrower and the Lenderseach Lender. Thereafter, whereupon (A) the Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Loans or (y) exchange such Loans into an Equivalent amount of Dollars and Convert such Loans into Base Rate Loans and (B) the obligation of the Lenders to makemake or maintain Advances in the affected currencies, as applicable, or to Convert Loans into, Eurocurrency convert Index Rate Loans to Term SOFR Advances, Alternative Currency Advances or BA Rate Advances, as applicable, shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable to Eurocurrency Rate Loans, the Borrower may elect, by notice each case to the Administrative Agent extent of the affected Term SOFR Advances, Alternative Currency Advances or BA Rate Advances or Interest Period or determination date(s), as applicable, and (y) in the Lenders, to continue such Loans for event of a period of not longer than 30 days, which Loans shall bear interest at a rate per annum equal determination described in the preceding sentence with respect to the Applicable Margin in respect Term SOFR component of Eurocurrency the Base Rate Loans plusor the Canadian Base Rate, for each Lender, or the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Loans by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Administrative Agent and the Borrower as soon as practicable (but in any event not later than ten Business Days after the first day of such period).BA

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a)(i) or (ii). (b) If, with respect to any Eurocurrency Eurodollar Rate LoansAdvances, the Required Lenders notify the Administrative Agent that (i) adequate and reasonable means do not exist for ascertaining the applicable Eurocurrency Rate (including because the applicable screen rate is not available or published on a current basis) or (ii) the Eurocurrency Eurodollar Rate for any Interest Period for such Loans Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurocurrency Eurodollar Rate Loans Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (Ai) the Borrower willeach Eurodollar Rate Advance will automatically, on the last final day of the then existing Interest Period therefor, either (x) prepay such Loans or (y) exchange such Loans Convert into an Equivalent amount of Dollars and Convert such Loans into a Base Rate Loans Advance, and (Bii) the obligation of the Lenders to make, or to Convert Loans Advances into, Eurocurrency Eurodollar Rate Loans Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided that. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period" in Section 1.01, if the circumstances set forth in clause Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the 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 Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, 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 Rate Advance will automatically, on the final day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) above are applicable the obligation of the Lenders to Eurocurrency make, or to Convert Advances into, Eurodollar Rate Loans, the Borrower may elect, by notice to the Administrative Agent and the Lenders, to continue such Loans for a period of not longer than 30 days, which Loans Advances shall bear interest at a rate per annum equal to the Applicable Margin in respect of Eurocurrency Rate Loans plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Loans by whatever means it reasonably determines to be appropriatesuspended. Each Lender shall certify its cost of funds for each Interest Period to the Administrative Agent and the Borrower as soon as practicable (but in any event not later than ten Business Days after the first day of such period)SECTION 2.09.

Interest Rate Determination. e) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a)(i) or (a) ii). If, with respect to any Eurocurrency LIBOR Rate LoansAdvances, the Required Lenders notify the Administrative Agent that (i) adequate and reasonable means do not exist for ascertaining the applicable Eurocurrency Rate (including because the applicable screen rate is not available or published on a current basis) or (ii) the Eurocurrency LIBOR Rate for any Interest Period for such Loans Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurocurrency LIBOR Rate Loans Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon whereupon: (Ai) the Borrower willeach LIBOR Rate Advance will automatically, on the last day of the then existing Interest Period therefor, either (x) prepay such Loans or (y) exchange such Loans Convert into an Equivalent amount of Dollars and Convert such Loans into a Base Rate Loans Advance; and (Bii) the obligation of the Lenders to make, or to Convert Loans Revolving Credit Advances into, Eurocurrency LIBOR Rate Loans Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. If the Borrower shall fail to select the duration of any Interest Period for any LIBOR Rate Advances in accordance with the provisions contained in the definition of "Interest Period" in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. On the date on which the aggregate unpaid principal amount of LIBOR Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $1,000,000, such Advances shall automatically Convert into Base Rate Advances. Upon the occurrence and during the continuance of any Event of Default under Section 6.01: (i) each LIBOR Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance; provided that, if the circumstances set forth in clause and (ii) above are applicable the obligation of the Lenders to Eurocurrency make, continue or to Convert Advances into, LIBOR Rate Loans, the Borrower may elect, by notice to Advances shall be suspended. If on any date the Administrative Agent and is unable to determine the Lenders, to continue such Loans LIBOR Rate for a period of not longer than 30 days, which Loans shall bear interest at a rate per annum equal to the Applicable Margin in respect of Eurocurrency any LIBOR Rate Loans plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Loans by whatever means it reasonably determines Advances to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to made on such date: the Administrative Agent shall forthwith notify the Borrower and the Borrower as soon as practicable (but in any event Lenders that the interest rate cannot later than ten Business Days after be determined for such LIBOR Rate Advances, with respect to LIBOR Rate Advances, each such Advance will automatically, on the first last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such periodAdvance is then a Base Rate Advance, will Continue as a Base Rate Advance), and the obligation of the Lenders to make LIBOR Rate Advances or to Convert Revolving Credit Advances into LIBOR 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.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.07(a) or (b). (b) If, with respect to any Eurocurrency Rate LoansEurodollar RateSOFR Advances, (i) the Required Lenders notify the Administrative Agent that (i) adequate and reasonable means do not exist for ascertaining the applicable Eurocurrency Rate (including because the applicable screen rate is not available or published on a current basis) or (ii) the Eurocurrency Rate Eurodollar RateAdjusted Term SOFR for any Interest Period for such Loans Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurocurrency Rate Loans Eurodollar RateSOFR Advances for such Interest Period, or (ii) a Eurodollar RateAdjusted Term SOFR cannot be determined or is otherwise unavailable, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (A) the Borrower willeach Eurodollar RateSOFR Advance will automatically, on the last day of the then existing Interest Period therefor, either (x) prepay such Loans or (y) exchange such Loans Convert into an Equivalent amount of Dollars and Convert such Loans into a Base Rate Loans Advance, and (B) the obligation of the Lenders to make, or to Convert Loans Advances into, Eurocurrency Rate Loans Eurodollar RateSOFR Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided that. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar RateSOFR Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, if the circumstances set forth in clause Administrative Agent will forthwith so notify the Borrower and the Lenders and such 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 RateSOFR Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, 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 RateSOFR Advance comprising the same Borrowing will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) above are applicable the obligation of the Lenders to Eurocurrency Rate Loansmake, the Borrower may elector to Convert Advances into, by notice to the Administrative Agent and the Lenders, to continue such Loans for a period of not longer than 30 days, which Loans Eurodollar RateSOFR Advances shall bear interest at a rate per annum equal to the Applicable Margin in respect of Eurocurrency Rate Loans plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Loans by whatever means it reasonably determines to be appropriatesuspended. Each Lender shall certify its cost of funds for each Interest Period to the Administrative Agent and the Borrower as soon as practicable (but in any event not later than ten Business Days after the first day of such period).SECTION 2.09

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.11(a), (b) or (c), and, if applicable, the rate for the purpose of determining the applicable interest rate under Section 2.11(d). (b) If,Subject to Section 8.21 below, in connection with respect to any Eurocurrency Eurodollar Rate LoansAdvancesrequest for a SOFR Advance or a conversion to or continuation thereof or otherwise, if for any reason (i) the Required Lenders notify the Administrative Agent that the Eurodollar Rateshall determine 31 AmericasActive:16797229.116797229.4 (iwhich determination shall be conclusive and binding absent manifest error) that reasonable and adequate and reasonable means do not exist for ascertaining Adjusted Term SOFR for anythe applicable Interest Period for such Advances willwith respect to a proposed SOFR Advance on or prior to the applicable Eurocurrency Rate (including because the applicable screen rate is not available or published on a current basis) first day of such Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Loans will Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR does not adequately and fairly reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurocurrency Rate Loans for Eurodollar Ratesuch Advances forduring such Interest PeriodPeriod and, xxxx the case of clause (ii) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Rate, the Required Lenders have provided notice of such determination to the Administrative Agent, then, in each case, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (A) the Borrower willeach Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, either (x) prepay such Loans or (y) exchange such Loans Convert into an Equivalent amount of Dollars and Convert such Loans into a Base Rate Loans Advance, and (B) thepromptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to makemake Eurodollar RateSOFR Advances, or to Convert Loans intooutstanding Advances into Eurodollar Rate Advancesand any right of the Borrower to convert any Advance to or continue any Advance as a SOFR Advance, Eurocurrency Rate Loans shall be suspended (to the extent of the affected SOFR Advances or the affected Interest Periods) until the Administrative Agent shall notify the Borrower and and(with respect to clause (ii), at the Lenders that instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Advances (to the extent of the affected SOFR Advances or the affected Interest Periods) or, failing that, the circumstances causing such suspension no longer exist; provided thatexistBorrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Advances in the amount specified therein and (B) any outstanding affected SOFR Advance will be deemed to have been converted into Base Rate Advances at the end of the applicable Interest Period. Upon any such prepayment or conversion, if the circumstances set forth Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 8.04. (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar RateSOFR Advances in clause accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such 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 RateSOFR Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, 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 RateSOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) above are applicable the obligation of the Lenders to Eurocurrency Rate Loansmake Eurodollar RateSOFR Advances, the Borrower may elect, by notice or to the Administrative Agent and the Lenders, to continue such Loans for a period of not longer than 30 days, which Loans Convert outstanding Advances into Eurodollar RateSOFR Advances shall bear interest at a rate per annum equal to the Applicable Margin in respect of Eurocurrency Rate Loans plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Loans by whatever means it reasonably determines to be appropriatesuspended. Each Lender shall certify its cost of funds for each Interest Period to the Administrative Agent and the Borrower as soon as practicable (but in any event not later than ten Business Days after the first day of such period).SECTION 2.13

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 benchmark. 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 Borrower and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.07(a)(i)-(iv); provided, however, that the Borrower acknowledges and agrees that in no event (subject to applicable law) shall the Agent provide or be required to provide the Borrower with any individual interest rate furnished by any Reference Bank to the Agent for the purpose of determining the interest rate under Section 2.07(a). (b) If, with respect to any Term SOFR Advances or Eurocurrency Rate LoansAdvances, the Required Revolving Credit Lenders, the Required Term Lenders, the Required Tranche B Lenders or, the Required Tranche B2 Lenders or the Required Tranche B3 Lenders, as applicable, notify the Administrative Agent that (ii)(a) adequate and reasonable means do not exist for ascertaining in regards to the applicable Term SOFR Advances, they are unable to obtain matching deposits in the interbank market at or about 11:00 A.M. (New York time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (b) in regards to the Eurocurrency Rate Advances, they are unable to obtain matching deposits in the London interbank market at or about 11:00 A.M. (including because London time) on the applicable screen rate is not available or published on second Business Day before the making of a current basis) Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (ii) the Adjusted Term SOFR or Eurocurrency Rate for any Interest Period for such Loans Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Term SOFR Advances or the Eurocurrency Rate Loans Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (A) the Borrower of such Term SOFR Advances or Eurocurrency Rate Advances will, on the last day of the then existing Interest Period therefor, either (x) prepay such Loans or (y) exchange such Loans into an Equivalent amount of Dollars and Convert such Loans into Base Rate Loans and (B) the obligation of the Lenders to make, or to Convert Loans into, Eurocurrency Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable to Eurocurrency Rate Loans, the Borrower may elect, by notice to the Administrative Agent and the Lenders, to continue such Loans for a period of not longer than 30 days, which Loans shall bear interest at a rate per annum equal to the Applicable Margin in respect of Eurocurrency Rate Loans plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Loans by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Administrative Agent and the Borrower as soon as practicable (but in any event not later than ten Business Days after the first day of such period).78

Interest Rate Determination. (a) If, with respect to any Eurocurrency Rate LoansAdvances, the Required Lenders notify the Administrative Agent that (i) adequate and reasonable means do not exist for ascertaining they are unable to obtain matching deposits in the applicable Eurocurrency Rate London interbank market at or about 11:00 A.M. (including because London time) on the applicable screen rate is not available or published on second Business Day before the making of a current basis) Revolving Credit Borrowing in sufficient amounts to fund their respective Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Loans Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurocurrency Rate Loans Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Borrowers and the Lenders, whereupon (A) the applicable 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 Loans Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in Euro, either (x) prepay such Advances or (y) exchange such Loans Advances into an Equivalent amount of Dollars and Convert such Loans Advances into Base Rate Loans Advances and (B) the obligation of the Lenders to make, or to Convert Loans Revolving Credit Advances into, Eurocurrency Rate Loans Advances shall be suspended until the Administrative Agent shall Credit Agreement notify the Borrower Borrowers and the Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable to Eurocurrency Rate LoansAdvances for Euro, the applicable Borrower may elect, by notice to the Administrative Agent and the Lenders, to continue such Loans Advances in Euro for a period of not longer than 30 days, which Loans Advances shall bear interest at a rate per annum equal to the Applicable Margin in respect of Eurocurrency Rate Loans Advances plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Loans Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Administrative 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 period).

Interest Rate Determination. 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 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. The Administrative Agent shall give prompt notice to the Company and the applicable Borrower (aif other than the Company) and each of the Banks of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a)(i) or (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). If, with respect to any Eurocurrency Rate LoansAdvances, the Required Lenders Majority Banks notify the Administrative Agent that (i) adequate and reasonable means do not exist for ascertaining they are unable to obtain matching deposits in the applicable Eurocurrency Rate London interbank market at or about 2:00 P.M. (including because London time) on the applicable screen rate is not available or published on second Business Day before the making of a current basis) Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Loans Advances will not adequately reflect the cost to such Required Lenders Majority Banks of making, funding or maintaining their respective Eurocurrency Rate Loans Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Company and the LendersBanks, whereupon (A) the applicable Borrower willshall, on the last day of the then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Alternative Currency, either (x) prepay such Loans Advances or (y) exchange redenominate such Loans Advances into an Equivalent amount of Dollars and Convert convert such Loans Advances into Base Rate Loans Advances, and (B) the obligation of the Lenders Banks to make, or to Convert Loans into, make Eurocurrency Rate Loans Advances in the same currency as such Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided thatprovided, if the circumstances set forth in clause (ii) above are applicable to Eurocurrency Rate Loansapplicable, the applicable Borrower may elect, by notice to the Administrative Agent and the LendersBanks, to continue such Loans Advances in such Alternative Currency for a period Interest Periods of not longer than 30 daysone month, which Loans Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin in respect of Eurocurrency Rate Loans plus, for each LenderBank, the cost to such Lender Bank (expressed as a rate per annum) of funding its Eurocurrency Rate Loans Advances by whatever means it reasonably determines to be appropriate. Each Lender Bank shall certify its cost costs of funds for each such Interest Period to the Administrative Agent and the Borrower Company as soon as practicable (but in any event not later than ten Business Days after the first day of such periodInterest Period).. If the applicable Borrower shall fail to select the duration of the Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of "Interest Period" in Section 1.01, the Administrative Agent shall forthwith so notify the applicable Borrower and the Banks and such Advances will automatically, on the last day of the then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be converted into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any Alternative Currency, be redenominated into an Equivalent amount of Dollars and converted into Base Rate Advances. Upon the occurrence and during the continuance of any Event of Default (i) each 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, be converted into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Alternative Currency, be redenominated into an Equivalent amount of Dollars and converted into a Base Rate Advance and (ii) the obligation of the Banks to make Eurocurrency Rate Advances shall be suspended, provided that the applicable Borrower may elect, by notice to the Administrative Agent and the Banks within one (1) Business Day of such Event of Default, to continue such Advances in such Alternative Currency, whereupon the Administrative 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 (3) Business Days and thereafter, each such Interest Period shall have a duration of not longer than one month. If fewer than two Reference Banks furnish timely information to the Administrative Agent for determining the Eurocurrency Rate for any Eurocurrency Rate Advances, the Administrative Agent shall forthwith notify the Company and the applicable Borrower (if not the Company) and the Banks that the interest rate cannot be determined for such Eurocurrency Rate Advances, 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, be converted into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Alternative Currency, be redenominated into an Equivalent amount of Dollars and converted into a Base Rate Advance, and

Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.08(a)(i) or (ii). (b) If, with respect to any Eurocurrency EurodollarTerm SOFR Rate LoansAdvances, the Required Lenders notify the Administrative Agent that (i) adequate and reasonable means do not exist for ascertaining the applicable Eurocurrency Rate (including because the applicable screen rate is not available or published on a current basis) or (ii) the Eurocurrency EurodollarTerm SOFR Rate for any Interest Period for such Loans Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurocurrency EurodollarTerm SOFR Rate Loans Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (Ai) the Borrower willeach EurodollarTerm SOFR Rate Advance will automatically, on the last day of the then existing Interest Period therefor, either (x) prepay such Loans or (y) exchange such Loans Convert into an Equivalent amount of Dollars and Convert such Loans into a Base Rate Loans Advance, and (Bii) the obligation of the Lenders to make, or to Convert Loans into, Eurocurrency Base Rate Loans Advances into EurodollarTerm SOFR Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided that, if . (c) If the circumstances set forth Borrower shall fail to select the duration of any Interest Period for any EurodollarTerm SOFR Rate Advances in clause (ii) above are applicable to Eurocurrency Rate Loansaccordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify the Borrower may electand the Lenders and such 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 EurodollarTerm SOFR Rate Advances comprising any EurodollarTerm SOFR Rate Tranche shall be reduced, by notice to the Administrative Agent and the Lenderspayment or prepayment or otherwise, to continue less than $5,000,000, such Loans for a period Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of not longer than 30 daysany Event of Default, which Loans shall bear interest at a rate per annum equal to (i) each EurodollarTerm SOFR Rate Advance will automatically, on the Applicable Margin in respect of Eurocurrency Rate Loans plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Loans by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Administrative Agent and the Borrower as soon as practicable (but in any event not later than ten Business Days after the first last day of such period).the then UGI Utilities Credit Agreement DMFIRM #403221427 v19 26

Interest Rate Determination. (a) If, with respect to any Eurocurrency Rate LoansAdvances, the Required Lenders notify the Administrative Agent that (i) adequate and reasonable means do not exist for ascertaining the applicable Eurocurrency Rate (including because the applicable screen rate is not available or published on a current basis) or (ii) the Eurocurrency Rate for any Interest Period for such Loans Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurocurrency Rate Loans Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Borrowers and the Lenders, whereupon (A) the applicable Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Loans Advances or (y) exchange such Loans Advances into an Equivalent amount of Dollars and Convert such Loans Advances into Base Rate Loans Advances and (B) the obligation of the Lenders to make, or to Convert Loans Revolving Credit Advances into, Eurocurrency Rate Loans Advances shall be suspended until the Administrative Agent shall notify the Borrower Borrowers and the Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable to Eurocurrency Rate LoansAdvances, the applicable Borrower may elect, by notice to the Administrative Agent and the Lenders, to continue such Loans Advances for a period of not longer than 30 days, which Loans Advances shall bear interest at a rate per annum equal to the Applicable Margin in respect of Eurocurrency Rate Loans Advances plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Loans Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Administrative 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 period).