Common use of Interest Rate Inadequate or Unfair Clause in Contracts

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (i) reasonable means do not exist for ascertaining the Term SOFR Rate applicable pursuant to Section 2.2 for any Interest Period; or (ii) Dollar deposits in the relevant amount and for the relevant maturity are not available, with respect to an outstanding Term SOFR Rate Loan, a proposed Term SOFR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR Rate Loan; or (iii) the making, maintenance or funding of any Term SOFR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or (iv) the Term SOFR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR Rate Loan, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term SOFR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR Rate Loan, (ii) any Domestic Rate Loan or Term SOFR Rate Loan which was to have been converted to an affected type of Term SOFR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR Rate Loan, and (iii) any outstanding affected Term SOFR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR Rate Loan, shall be converted into an unaffected type of Term SOFR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR Rate Loan or maintain outstanding affected Term SOFR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR Rate Loan into an affected type of Term SOFR Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (ia) reasonable means do not exist for ascertaining the Term SOFR LIBOR Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or (iib) Dollar deposits in the relevant amount and for the relevant maturity are not availableavailable in the London interbank LIBOR market, with respect to an outstanding Term SOFR LIBOR Rate Loan, a proposed Term SOFR LIBOR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR LIBOR Rate Loan; or (iiic) the making, maintenance or funding of any Term SOFR LIBOR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or (ivd) the Term SOFR LIBOR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR LIBOR Rate Loan, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term SOFR LIBOR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR LIBOR Rate Loan, (ii) any Domestic Rate Loan or Term SOFR LIBOR Rate Loan which was to have been converted to an affected type of Term SOFR LIBOR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR LIBOR Rate Loan, and (iii) any outstanding affected Term SOFR LIBOR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR LIBOR Rate Loan, shall be converted into an unaffected type of Term SOFR LIBOR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR LIBOR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR LIBOR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR LIBOR Rate Loan or maintain outstanding affected Term SOFR LIBOR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR LIBOR Rate Loan into an affected type of Term SOFR LIBOR Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (ia) reasonable means do not exist for ascertaining the Term SOFR LIBOR Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or; (iib) Dollar deposits in the relevant amount and for the relevant maturity are not availableavailable in the London interbank LIBOR market, with respect to an outstanding Term SOFR LIBOR Rate Loan, a proposed Term SOFR LIBOR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR LIBOR Rate Loan; or; (iiic) the making, maintenance or funding of any Term SOFR LIBOR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); , or (ivd) the Term SOFR LIBOR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR LIBOR Rate Loan, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement LIBOR Termination Date (as defined below)) or prior to the date on which Section 3.8.2(a)(ii) hereof applies, (i) any such requested Term SOFR LIBOR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 2:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR LIBOR Rate Loan, (ii) any Domestic Rate Loan or Term SOFR LIBOR Rate Loan which was to have been converted to an affected type of Term SOFR LIBOR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 2:00 p.m. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR LIBOR Rate Loan, and (iii) any outstanding affected Term SOFR LIBOR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 2:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR LIBOR Rate Loan, shall be converted into an unaffected type of Term SOFR LIBOR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR LIBOR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR LIBOR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR LIBOR Rate Loan or maintain outstanding affected Term SOFR LIBOR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR LIBOR Rate Loan into an affected type of Term SOFR LIBOR Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (ia) reasonable means do not exist for ascertaining the Term SOFR Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or; (iib) Dollar deposits in the relevant amount and for the relevant maturity are not available, with respect to an outstanding Term SOFR Rate Loan, a proposed Term SOFR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR Rate Loan; or; (iiic) the making, maintenance or funding of any Term SOFR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); , or (ivd) the Term SOFR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR Rate Loan, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term SOFR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. (New York time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR Rate Loan, (ii) any Domestic Rate Loan or Term SOFR Rate Loan which was to have been converted to an affected type of Term SOFR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. (New York time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR Rate Loan, and (iii) any outstanding affected Term SOFR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. (New York time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR Rate Loan, shall be converted into an unaffected type of Term SOFR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR Rate Loan or maintain outstanding affected Term SOFR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR Rate Loan into an affected type of Term SOFR Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (ia) reasonable means do not exist for ascertaining the Term LIBORTerm SOFR Rate applicable pursuant to Section 2.2 hereof for any Interest Period; oror [PHI Group] Revolving Credit, Term Loan and Security Agreement (iib) Dollar deposits in the relevant amount and for the relevant maturity are not availableavailable in the London interbank LIBOR market, with respect to an outstanding Term LIBORTerm SOFR Rate Loan, a proposed Term LIBORTerm SOFR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term LIBORTerm SOFR Rate Loan; or (iiic) the making, maintenance or funding of any Term LIBORTerm SOFR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or (ivd) the Term LIBORTerm SOFR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term LIBORTerm SOFR Rate Loan, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term LIBORTerm SOFR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term LIBORTerm SOFR Rate Loan, (ii) any Domestic Rate Loan or Term LIBORTerm SOFR Rate Loan which was to have been converted to an affected type of Term LIBORTerm SOFR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term LIBORTerm SOFR Rate Loan, and (iii) any outstanding affected Term LIBORTerm SOFR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term LIBORTerm SOFR Rate Loan, shall be converted into an unaffected type of Term LIBORTerm SOFR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term LIBORTerm SOFR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term LIBORTerm SOFR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term LIBORTerm SOFR Rate Loan or maintain outstanding affected Term LIBORTerm SOFR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term LIBORTerm SOFR Rate Loan into an affected type of Term LIBORTerm SOFR Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (iA) reasonable means do not exist for ascertaining the Term SOFR LIBOR Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or; (iiB) Dollar deposits in the relevant amount and for the relevant maturity are not availableavailable in the London interbank LIBOR market, with respect to an outstanding Term SOFR LIBOR Rate Loan, a proposed Term SOFR LIBOR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR LIBOR Rate Loan; or; (iiiC) the making, maintenance or funding of any Term SOFR LIBOR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); , or (ivD) the Term SOFR LIBOR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR LIBOR Rate Loan, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent Administrative Borrower prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), , (i) any such requested Term SOFR LIBOR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent Administrative Borrower shall notify Agent no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR LIBOR Rate Loan, (ii) any Domestic Rate Loan or Term SOFR LIBOR Rate Loan which was to have been converted to an affected type of Term SOFR LIBOR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent Administrative Borrower shall notify Agent, no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR LIBOR Rate Loan, and (iii) any outstanding affected Term SOFR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR Rate Loan, shall be converted into an unaffected type of Term SOFR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR Rate Loan or maintain outstanding affected Term SOFR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR Rate Loan into an affected type of Term SOFR Rate Loan.and

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (i) reasonable means do not exist for ascertaining the Term SOFR LIBOR Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or (ii) Dollar deposits in the relevant amount and for the relevant maturity are not availableavailable in the London interbank LIBOR market, with respect to an outstanding Term SOFR LIBOR Rate Loan, a proposed Term SOFR LIBOR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR LIBOR Rate Loan; or, (iii) the making, maintenance or funding of any Term SOFR LIBOR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); , or (iv) the Term SOFR LIBOR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR LIBOR Rate Loan, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term SOFR LIBOR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. 10:00 A.M. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR LIBOR Rate Loan, (ii) any Domestic Rate Loan or Term SOFR LIBOR Rate Loan which was to have been converted to an affected type of Term SOFR LIBOR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. 10:00 A.M. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR LIBOR Rate Loan, and (iii) any outstanding affected Term SOFR LIBOR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. 10:00 A.M. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR LIBOR Rate Loan, shall be converted into an unaffected type of Term SOFR LIBOR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR LIBOR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR Rate Loan)Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR LIBOR Rate Loan or maintain outstanding affected Term SOFR LIBOR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR LIBOR Rate Loan into an affected type of Term SOFR LIBOR Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (i) reasonable means do not exist for ascertaining the Term SOFR Rate applicable pursuant to Section 2.2 for any Interest Period; or (ii) Dollar deposits in the relevant amount and for the relevant maturity are not available, with respect to an outstanding Term SOFR Rate Loan, a proposed Term SOFR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR Rate Loan; or (iii) the making, maintenance or funding of any Term SOFR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or (iv) the Term SOFR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR Rate Loan, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term SOFR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR Rate Loan, (ii) any Domestic Rate Loan or Term SOFR Rate Loan which was to have been converted to an affected type of Term SOFR Rate [Innovex] 2nd A&R Credit Agreement 83 Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR Rate Loan, and (iii) any outstanding affected Term SOFR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR Rate Loan, shall be converted into an unaffected type of Term SOFR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR Rate Loan or maintain outstanding affected Term SOFR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR Rate Loan into an affected type of Term SOFR Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (ia) reasonable means do not exist for ascertaining the Term SOFR Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or (iib) Dollar deposits in the relevant amount and for the relevant maturity are not available, with respect to an outstanding Term SOFR Rate Loan, a proposed Term SOFR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR Rate Loan; or (iiic) the making, maintenance or funding of any Term SOFR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or (ivd) the Term SOFR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR Rate Loan, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term SOFR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR Rate Loan, (ii) any Domestic Rate Loan or Term SOFR Rate Loan which was to have been converted to an affected type of Term SOFR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR Rate Loan, and (iii) any outstanding affected Term SOFR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR Rate Loan, shall be converted into an unaffected type of Term SOFR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR Rate Loan or maintain outstanding affected Term SOFR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR Rate Loan into an affected type of Term SOFR Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (ia) reasonable means do not exist for ascertaining the Term SOFR Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or (iib) Dollar deposits in the relevant amount and for the relevant maturity are not available, with respect to an outstanding Term SOFR Rate Loan, a proposed Term SOFR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR Rate Loan; or (iiic) the making, maintenance or funding of any Term SOFR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or (ivd) the Term SOFR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR Rate Loan, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), then (ix) any such requested Term SOFR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR Rate Loan, (iiy) any Domestic Rate Loan or Term SOFR Rate Loan which was to have been converted to an affected type of Term SOFR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR Rate Loan, and (iiiz) any outstanding affected Term SOFR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR Rate Loan, shall be converted into an unaffected type of Term SOFR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR Rate Loan or maintain outstanding affected Term SOFR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR Rate Loan into an affected type of Term SOFR Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (ia) reasonable means do not exist for ascertaining the Term LIBORTerm SOFR Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or (iib) Dollar deposits in the relevant amount and for the relevant maturity are not availableavailable in the London interbank LIBOR market, with respect to an outstanding Term LIBORTerm SOFR Rate Loan, a proposed Term LIBORTerm SOFR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term LIBORTerm SOFR Rate Loan; or (iiic) the making, maintenance or funding of any Term LIBORTerm SOFR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); , or (ivd) the Term LIBORTerm SOFR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term LIBORTerm SOFR Rate Loan, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term LIBORTerm SOFR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term LIBORTerm SOFR Rate Loan, (ii) any Domestic Rate Loan or Term LIBORTerm SOFR Rate Loan which was to have been converted to an affected type of Term LIBORTerm SOFR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term LIBORTerm SOFR Rate Loan, and (iii) any outstanding affected Term LIBORTerm SOFR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term LIBORTerm SOFR Rate Loan, shall be converted into an unaffected type of Term LIBORTerm SOFR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term LIBORTerm SOFR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term LIBORTerm SOFR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term LIBORTerm SOFR Rate Loan or maintain outstanding affected Term LIBORTerm SOFR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term LIBORTerm SOFR Rate Loan into an affected type of Term LIBORTerm SOFR Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Administrative Agent or any Lender shall have determined that: : (ia) reasonable means do not exist for ascertaining the Term SOFR Rate applicable pursuant to Section 2.2 for any Interest Period; or or (iib) Dollar deposits in the relevant amount and for the relevant maturity are not available, with respect to an outstanding Term SOFR Rate Loan, a proposed Term SOFR Rate Loan, or a proposed conversion of a Domestic Base Rate Loan into a Term SOFR Rate Loan; or or (iiic) the making, maintenance or funding of any Term SOFR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or , or (ivd) the Term SOFR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR Rate Loan, and Lenders have provided notice of such determination to Agent, then Administrative Agent shall give Borrowing Agent Borrower Representative prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term SOFR Rate Loan shall be made as a Domestic Base Rate Loan, unless Borrowing Agent Borrower Representative shall notify Administrative Agent no later than 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR Rate Loan, (ii) any Domestic Base Rate Loan or Term SOFR Rate Loan which was to have been converted to an affected type of Term SOFR Rate Loan shall be continued as or converted into a Domestic Base Rate Loan, or, if Borrowing Agent Borrower Representative shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR Rate Loan, and (iii) any outstanding affected Term SOFR Rate Loans shall be converted into a Domestic Base Rate Loan, or, if Borrowing Agent Borrower Representative shall notify Administrative Agent, no later than 1:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR Rate Loan, shall be converted into an unaffected type of Term SOFR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR Rate Loan or maintain outstanding affected Term SOFR Rate Loans and no Borrower shall have the right to convert a Domestic Base Rate Loan or an unaffected type of Term SOFR Rate Loan into an affected type of Term SOFR Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (ia) reasonable means do not exist for ascertaining the Term SOFR Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or (iib) Dollar deposits in the relevant amount and for the relevant maturity are not availableavailable in the London interbank Term SOFR market, with respect to an outstanding Term SOFR Rate Loan, a proposed Term SOFR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR Rate Loan; or (iiic) the making, maintenance or funding of any Term SOFR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); , or (ivd) the Term SOFR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR Rate Loan, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below)given, (i) any such requested Term SOFR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR Rate Loan, (ii) any Domestic Rate Loan or Term SOFR Rate Loan which was to have been converted to an affected type of Term SOFR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR Rate Loan, and (iii) any outstanding affected Term SOFR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR Rate Loan, shall be converted into an unaffected type of Term SOFR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR Rate Loan or maintain outstanding affected Term SOFR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR Rate Loan into an affected type of Term SOFR Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (ia) reasonable means do not exist for ascertaining the Term SOFR LIBOR Rate applicable pursuant to Section 2.2 for any Interest Period; or; (iib) Dollar deposits in the relevant amount and for the relevant maturity are not availableavailable in the London interbank LIBOR market, with respect to an outstanding Term SOFR LIBOR Rate Loan, a proposed Term SOFR LIBOR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR LIBOR Rate Loan; or; (iiic) the making, maintenance or funding of any Term SOFR LIBOR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or (ivd) the Term SOFR LIBOR Rate will not adequately and fairly fully reflect the cost to such Lender of the establishment or maintenance of any Term SOFR LIBOR Rate Loan, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term SOFR LIBOR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. (New York time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR LIBOR Rate Loan, (ii) any Domestic Rate Loan or Term SOFR LIBOR Rate Loan which was to have been converted to an affected type of Term SOFR LIBOR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. (New York time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR LIBOR Rate Loan, and (iii) any outstanding affected Term SOFR LIBOR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. (New York time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR LIBOR Rate Loan, shall be converted into an unaffected type of Term SOFR LIBOR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR LIBOR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR LIBOR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR LIBOR Rate Loan or maintain outstanding affected Term SOFR LIBOR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR LIBOR Rate Loan into an affected type of Term SOFR LIBOR Rate Loan.

Interest Rate Inadequate or Unfair. In If, on or prior to the event that Agent or first day of any Lender shall have determined thatInterest Period for any Term SOFR Rate Loan: (ia) Agent has determined that reasonable means do not exist for ascertaining the Term SOFR Rate applicable pursuant to Section 2.2 Rate; (b) any Lender determines that for any reason in connection with any request for a Term SOFR Rate Loan or a conversion thereto or a continuation thereof that the Term SOFR Rate for any requested Interest Period; or (ii) Dollar deposits in the relevant amount and for the relevant maturity are not available, Period with respect to an outstanding Term SOFR Rate Loan, a proposed Term SOFR Rate Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, or a proposed conversion and such Lender has provided notice of a Domestic Rate Loan into a Term SOFR Rate Loansuch determination to Agent; or (iiic) any Lender has determined that the making, maintenance or funding of any Term SOFR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or (iv) the Term SOFR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR Rate Loan, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term SOFR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 2:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR Rate Loan, (ii) any Domestic Rate Loan or Term SOFR Rate Loan which was to have been converted to an affected type of Term SOFR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 2:00 p.m. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR Rate Loan, and (iii) any outstanding affected Term SOFR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 2:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR Rate Loan, shall be converted into an unaffected type of Term SOFR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR Rate Loan or maintain outstanding affected Term SOFR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR Rate Loan into an affected type of Term SOFR Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender Cash Collateral Provider shall have determined that: (ia) reasonable means do not exist for ascertaining the Term SOFR LIBOR Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or; (iib) Dollar deposits in the relevant amount and for the relevant maturity are not availableavailable in the London interbank LIBOR market, with respect to an outstanding Term SOFR LIBOR Rate LoanAdvance, a proposed Term SOFR LIBOR Rate LoanAdvance, or a proposed conversion of a Domestic Rate Loan Advance into a Term SOFR LIBOR Rate Loan; orAdvance; (iiic) the making, maintenance or funding of any Term SOFR LIBOR Rate Loan Advance has been made impracticable or unlawful by compliance by Agent or such Lender Cash Collateral Provider in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); , or (ivd) the Term SOFR LIBOR Rate will not adequately and fairly reflect the cost to such Lender Cash Collateral Provider of the establishment or maintenance of any Term SOFR LIBOR Rate Loan, and Lenders have provided notice of such determination to AgentAdvance, then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term SOFR LIBOR Rate Loan Advance shall be made as a Domestic Rate LoanAdvance, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR LIBOR Rate LoanAdvance, (ii) any Domestic Rate Loan Advance or Term SOFR LIBOR Rate Loan Advance which was to have been converted to an affected type of Term SOFR LIBOR Rate Loan Advance shall be continued as or converted into a Domestic Rate LoanAdvance, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR LIBOR Rate LoanAdvance, and (iii) any outstanding affected Term SOFR LIBOR Rate Loans Advances shall be converted into a Domestic Rate LoanAdvance, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR LIBOR Rate LoanAdvance, shall be converted into an unaffected type of Term SOFR LIBOR Rate LoanAdvance, on the last Business Day of the then current Interest Period for such affected Term SOFR LIBOR Rate Loans Advances (or sooner, if any Lender Cash Collateral Provider cannot continue to lawfully maintain such affected Term SOFR LIBOR Rate LoanAdvance). Until such notice has been withdrawn, Lenders Cash Collateral Providers shall have no obligation to make an affected type of Term SOFR LIBOR Rate Loan Advance or maintain outstanding affected Term SOFR LIBOR Rate Loans Advances and no Borrower shall have the right to convert a Domestic Rate Loan Advance or an unaffected type of Term SOFR LIBOR Rate Loan Advance into an affected type of Term SOFR LIBOR Rate LoanAdvance.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (ia) reasonable means do not exist for ascertaining the Term SOFR LIBOR Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or (iib) Dollar deposits in the relevant amount and for the relevant maturity are not availableavailable in the London interbank eurodollar market, with respect to an outstanding Term SOFR LIBOR Rate Loan, a proposed Term SOFR LIBOR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR LIBOR Rate Loan; or (iiic) the making, maintenance or funding of any Term SOFR LIBOR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); , or (ivd) the Term SOFR LIBOR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR LIBOR Rate Loan, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement LIBOR Termination Date (as defined below)) or prior to the date on which Section 3.8.2(a)(ii) applies, (i) any such requested Term SOFR LIBOR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 than 1: 00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR LIBOR Rate Loan, (ii) any Domestic Rate Loan or Term SOFR LIBOR Rate Loan which was to have been converted to an affected type of Term SOFR LIBOR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR LIBOR Rate Loan, and (iii) any outstanding affected Term SOFR LIBOR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR LIBOR Rate Loan, shall be converted into an unaffected type of Term SOFR LIBOR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR LIBOR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR LIBOR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR LIBOR Rate Loan or maintain outstanding affected Term SOFR LIBOR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR LIBOR Rate Loan into an affected type of Term SOFR LIBOR Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: : (ia) reasonable means do not exist for ascertaining the Term LIBORTerm SOFR Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or or (iib) Dollar deposits in the relevant amount and for the relevant maturity are not availableavailable in the London interbank LIBOR market, with respect to an outstanding Term LIBORTerm SOFR Rate Loan, a proposed Term LIBORTerm SOFR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term LIBORTerm SOFR Rate Loan; or or (iiic) the making, maintenance or funding of any Term LIBORTerm SOFR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or , or (ivd) the Term LIBORTerm SOFR Rate will not adequately and fairly reflect the cost to such Lender of the funding, establishment or maintenance of any Term LIBORTerm SOFR Rate Loan, during the applicable Interest Period, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term LIBORTerm SOFR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term LIBORTerm SOFR Rate Loan, (ii) any Domestic Rate Loan or Term LIBORTerm SOFR Rate Loan which was to have been converted to an affected type of Term LIBORTerm SOFR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term LIBORTerm SOFR Rate Loan, and (iii) any outstanding affected Term LIBORTerm SOFR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term LIBORTerm SOFR Rate Loan, shall be converted into an unaffected type of Term LIBORTerm SOFR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term LIBORTerm SOFR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term LIBORTerm SOFR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term LIBORTerm SOFR Rate Loan or maintain outstanding affected Term LIBORTerm SOFR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR Rate Loan into an affected type of Term SOFR Rate Loan.109 074658.21069/130240014v.3

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (ia) reasonable means do not exist for ascertaining the Term SOFR Rate applicable pursuant to Section 2.2 for any Interest Period; or (iib) Dollar deposits in the relevant amount and for the relevant maturity are not available, with respect to an outstanding Term SOFR Rate Loan, a proposed Term SOFR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR Rate Loan; or; (iiic) the making, maintenance or funding of any Term SOFR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or (ivd) the Term SOFR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR Rate Loan, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term SOFR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. (Eastern Standard Time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR Rate Loan, (ii) any Domestic Rate Loan or Term SOFR Rate Loan which was to have been converted to an affected type of Term SOFR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. (Eastern Standard Time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR Rate Loan, and (iii) any outstanding affected Term SOFR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. (Eastern Standard Time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR Rate Loan, shall be converted into an unaffected type of Term SOFR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR Rate Loan or maintain outstanding affected Term SOFR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR Rate Loan into an affected type of Term SOFR Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Administrative Agent or any Lender shall have determined that: : (iia) adequate and reasonable means do not exist for ascertaining such Benchmark, (ii) such Benchmark does not adequately and fairly reflect the effective cost to the Lenders of making or maintaining a Loan based on such Benchmarkthe Term SOFR Rate applicable pursuant to Section 2.2 for any Interest Period; or or (iib) Dollar deposits in the relevant amount and for the relevant maturity are not available, with respect to an outstanding Term SOFR Rate Loan, a proposed Term SOFR Rate Loan, or a proposed conversion of a Domestic Base Rate Loan into a Term SOFR Rate Loan; or or (iiiiiic) the making, maintenance or funding of any aany Term SOFR Rate Loan based on such Benchmark has been made impracticable impracticalimpracticable or unlawful unlawful, then, and in any such event (unless such event constitutes a Benchmark Transition Event), by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or , or (ivd) the Term SOFR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR Rate Loan, and Lenders have provided notice of such determination to Agent, then Administrative Agent may so notifyshall give Borrower and as of the date of such notification (y) any request hereunder for the conversion of any Loan to, or continuation of any Loan as, a Loan based on such Benchmark shall give Borrowing Agent be ineffective and any such Loan shall be continued as or converted to, as the case may be, a Base Rate Loan and (z) if any request is made hereunder for a Loan based on such Benchmark, suchRepresentative prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term SOFR Rate Loan shall be made as a Domestic Base Rate Loan, in each case unless Borrowing and untilBorrower Representative shall notify Administrative Agent shall notify Agent no have determined thatno later than 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing circumstancesborrowing shall be cancelled or made as an unaffected type of Term SOFR Rate Loan, (ii) any Domestic Rate Loan or Term SOFR Rate Loan which was to have been converted to an affected type of Term SOFR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR Rate Loan, longer exist and (iii) any outstanding affected Term SOFR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR Rate Loan, shall be converted into an unaffected type of Term SOFR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR Rate Loan or maintain outstanding affected Term SOFR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR Rate Loan into an affected type of Term SOFR Rate Loanrevoked such notice.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (ia) reasonable means do not exist for ascertaining the Term SOFR Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or (iib) Dollar deposits in the relevant amount and for the relevant maturity are not available, with respect to an outstanding Term SOFR Rate Loan, a proposed Term SOFR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR Rate Loan; or (iiic) the making, maintenance or funding of any Term SOFR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or (ivd) the Term SOFR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR Rate Loan, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent Borrower prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term SOFR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent Borrower shall notify Agent no later than 1:00 p.m. p.m., New York time two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR Rate Loan, (ii) any Domestic Rate Loan or Term SOFR Rate Loan which was to have been converted to an affected type of Term SOFR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent Borrower shall notify Agent, no later than 1:00 p.m. p.m., New York time two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR Rate Loan, and (iii) any outstanding affected Term SOFR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent Borrower shall notify Agent, no later than 1:00 p.m. p.m., New York time two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR Rate Loan, shall be converted into an unaffected type of Term SOFR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR Rate Loan or maintain outstanding affected Term SOFR Rate Loans and no Borrower shall not have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR Rate Loan into an affected type of Term SOFR Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (ia) reasonable means do not exist for ascertaining the Term SOFR Eurodollar Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or (iib) Dollar deposits in the relevant amount and for the relevant maturity are not availableavailable in the London interbank Eurodollar market, with respect to an outstanding Term SOFR Eurodollar Rate Loan, a proposed Term SOFR Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR Eurodollar Rate Loan; or (iiic) the making, maintenance or funding of any Term SOFR Eurodollar Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or (ivd) the Term SOFR Eurodollar Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR Eurodollar Rate Loan, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent Borrower prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Eurodollar Termination Date (as defined below)) or prior to the date on which Section 3.8.2(a)(ii) applies, (i) any such requested Term SOFR Eurodollar Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent Borrower shall notify Agent no later than 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR Eurodollar Rate Loan, (ii) any Domestic Rate Loan or Term SOFR Eurodollar Rate Loan which was to have been converted to an affected type of Term SOFR Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent Borrower shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR Eurodollar Rate Loan, and (iii) any outstanding affected Term SOFR Eurodollar Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent Borrower shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR Eurodollar Rate Loan, shall be converted into an unaffected type of Term SOFR Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR Eurodollar Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR Eurodollar Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR Eurodollar Rate Loan or maintain outstanding affected Term SOFR Eurodollar Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR Eurodollar Rate Loan into an affected type of Term SOFR Eurodollar Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (ia) reasonable means do not exist for ascertaining the Term SOFR Rate applicable pursuant to Section 2.2 for any Interest PeriodPeriod ; or​ ​ (iib) Dollar deposits in the relevant amount and for the relevant maturity are not available, with respect to an outstanding Term SOFR Rate Loan, a proposed Term SOFR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR Rate Loan; or; (iiic) the making, maintenance or funding of any Term SOFR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); , or (ivd) the Term SOFR Rate will not adequately and fairly reflect the cost to such Lender of the establishment funding, establishment, or maintenance of any Term SOFR Rate LoanLoan during the applicable Interest Period, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term SOFR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR Rate Loan, (ii) any Domestic Rate Loan or Term SOFR Rate Loan which was to have been converted to an affected type of Term SOFR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR Rate Loan, and (iii) any outstanding affected Term SOFR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. (New York City time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR Rate Loan, shall be converted into an unaffected type of Term SOFR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR Rate Loan or maintain outstanding affected Term SOFR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR Rate Loan into an affected type of Term SOFR Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (i) reasonable means do not exist for ascertaining the Term SOFR LIBOR Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or; (ii) Dollar deposits in the relevant amount and for the relevant maturity are not availableavailable in the London interbank LIBOR market, with respect to an outstanding Term SOFR LIBOR Rate Loan, a proposed Term SOFR LIBOR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR LIBOR Rate Loan; or; (iii) the making, maintenance or funding of any Term SOFR LIBOR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or (iv) the Term SOFR LIBOR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR LIBOR Rate Loan, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement LIBOR Termination Date (as defined below)) or prior to the date on which Section 3.8(b)(i)(B) applies, then (ix) any such requested Term SOFR LIBOR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR LIBOR Rate Loan, (iiy) any Domestic Rate Loan or Term SOFR LIBOR Rate Loan which was to have been converted to an affected type of Term SOFR LIBOR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR LIBOR Rate Loan, and (iiiz) any outstanding affected Term SOFR LIBOR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR LIBOR Rate Loan, shall be converted into an unaffected type of Term SOFR LIBOR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR LIBOR Rate Loans (or sooner, if any Agent or such Lender cannot continue to lawfully maintain such affected Term SOFR LIBOR Rate Loan). Until such notice has been withdrawn, neither Agent nor Lenders shall have no any obligation to make an affected type of Term SOFR LIBOR Rate Loan or maintain outstanding affected Term SOFR LIBOR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR LIBOR Rate Loan into an affected type of Term SOFR LIBOR Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (i) reasonable means do not exist for ascertaining the Term SOFR Eurodollar Rate applicable pursuant to Section 2.2 hereof for any Interest Period; oror 134905226_2 (ii) Dollar deposits in the relevant amount and for the relevant maturity are not availableavailable in the London interbank LIBOR market, with respect to an outstanding Term SOFR Eurodollar Rate Loan, a proposed Term SOFR Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR Eurodollar Rate Loan; or (iii) the making, maintenance or funding of any Term SOFR Eurodollar Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or (iv) the Term SOFR Eurodollar Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR Eurodollar Rate Loan, and Lenders have provided notice of such determination to Agent, ; then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (iA) any such requested Term SOFR Eurodollar Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR Eurodollar Rate Loan, (iiB) any Domestic Rate Loan or Term SOFR Eurodollar Rate Loan which was to have been converted to an affected type of Term SOFR Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR Eurodollar Rate Loan, and (iiiC) any outstanding affected Term SOFR Eurodollar Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR Eurodollar Rate Loan, shall be converted into an unaffected type of Term SOFR Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR Eurodollar Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR Eurodollar Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR Eurodollar Rate Loan or maintain outstanding affected Term SOFR Eurodollar Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR Eurodollar Rate Loan into an affected type of Term SOFR Eurodollar Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (ia) reasonable means do not exist for ascertaining the Term SOFR LIBOR Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or (iib) Dollar deposits in the relevant amount and for the relevant maturity are not availableavailable in the London interbank LIBOR market, with respect to an outstanding Term SOFR LIBOR Rate Loan, a proposed Term SOFR LIBOR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR LIBOR Rate Loan; or (iiic) the making, maintenance or funding of any Term SOFR LIBOR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); , or (ivd) the Term SOFR LIBOR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR LIBOR Rate Loan, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term SOFR LIBOR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR LIBOR Rate Loan, (ii) any Domestic Rate Loan or Term SOFR LIBOR Rate Loan which was to have been converted to an affected type of Term SOFR LIBOR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR LIBOR Rate Loan, and (iii) any outstanding affected Term SOFR LIBOR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR LIBOR Rate Loan, shall be converted into an unaffected type of Term SOFR LIBOR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR LIBOR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR LIBOR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR LIBOR Rate Loan or maintain outstanding affected Term SOFR LIBOR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR LIBOR Rate Loan into an affected type of Term SOFR LIBOR Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (ia) reasonable means do not exist for ascertaining the Term SOFR LIBOR Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or (iib) Dollar deposits in the relevant amount and for the relevant maturity are not availableavailable in the London interbank LIBOR market, with respect to an outstanding Term SOFR LIBOR Rate Loan, a proposed Term SOFR LIBOR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR LIBOR Rate Loan; or (iiic) the making, maintenance or funding of any Term SOFR LIBOR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law 147420493 or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); , or (ivd) the Term SOFR LIBOR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR LIBOR Rate Loan, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term SOFR LIBOR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR LIBOR Rate Loan, (ii) any Domestic Rate Loan or Term SOFR LIBOR Rate Loan which was to have been converted to an affected type of Term SOFR LIBOR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR LIBOR Rate Loan, and (iii) any outstanding affected Term SOFR LIBOR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR LIBOR Rate Loan, shall be converted into an unaffected type of Term SOFR LIBOR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR LIBOR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR LIBOR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR LIBOR Rate Loan or maintain outstanding affected Term SOFR LIBOR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR LIBOR Rate Loan into an affected type of Term SOFR LIBOR Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Administrative Agent or any Lender (an “Affected Lender”) shall have determined that: (i) reasonable means do not exist for ascertaining the Term SOFR Adjusted LIBOR Rate applicable pursuant to Section 2.2 2.03 hereof for any Interest Period; or; (ii) Dollar deposits in the relevant amount and for the relevant maturity are not availableavailable in the London interbank LIBOR market, with respect to an outstanding Term SOFR Rate Loan, a or proposed Term SOFR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR Rate Loan; oraccruing interest by reference to the Adjusted LIBOR Rate; (iii) the making, maintenance or funding of any Term SOFR Loan accruing interest by reference to the Adjusted LIBOR Rate Loan has been made impracticable or unlawful by compliance by Administrative Agent or such Affected Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body Authority or with any request or directive of any such Governmental Body Authority (whether or not having the force of lawLaw); or (iv) the Term SOFR Adjusted LIBOR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR Rate Loan, and Lenders have provided notice of such determination Loan accruing interest by reference to Agentthe Adjusted LIBOR Rate, then Administrative Agent or such Lender, as applicable, shall give Borrowing the Borrower and Administrative Agent or each Lender, as applicable, prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined in clause (b) below), (i) any such requested Term SOFR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. two (2) Business Days or prior to the date of such proposed borrowingon which Section 5.04(b) applies, that its request for such borrowing shall be cancelled then any outstanding or made as an unaffected type of Term SOFR Rate Loan, (ii) any Domestic Rate Loan or Term SOFR Rate Loan which was to have been converted to an affected type of Term SOFR requested LIBOR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior begin accruing interest by reference to the proposed conversion, shall be maintained as an unaffected type of Term SOFR Rate Loan, and (iii) any outstanding affected Term SOFR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR Rate Loan, shall be converted into an unaffected type of Term SOFR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR Rate Loan)Base Rate. Until such notice has been withdrawn, neither Administrative Agent nor Lenders shall have no any obligation to make an affected type of Term SOFR any Loan accruing interest by reference to the Adjusted LIBOR Rate Loan or maintain outstanding affected Term SOFR LIBOR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR Rate Loan into an affected type of Term SOFR Rate LoanLoans.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: : (ia) reasonable means do not exist for ascertaining the Term SOFR LIBORBSBY Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or or (iib) Dollar deposits in the relevant amount and for the relevant maturity are not availableavailable in the London interbank LIBOR market, with respect to an outstanding Term SOFR LIBORBSBY Rate Loan, a proposed Term SOFR LIBORBSBY Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR LIBORBSBY Rate Loan; or or (iiic) the making, maintenance or funding of any Term SOFR LIBORBSBY Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law),; or or (ivd) the Term SOFR LIBORBSBY Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR LIBORBSBY Rate Loan, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term SOFR LIBORBSBY Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR LIBORBSBY Rate Loan, (ii) any Domestic Rate Loan or Term SOFR LIBORBSBY Rate Loan which was to have been converted to an affected type of Term SOFR LIBORBSBY Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR LIBORBSBY Rate Loan, and (iii) any outstanding affected Term SOFR LIBORBSBY Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR LIBORBSBY Rate Loan, shall be converted into an unaffected type of Term SOFR LIBORBSBY Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR LIBORBSBY Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR LIBORBSBY Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR LIBORBSBY Rate Loan or maintain outstanding affected Term SOFR LIBORBSBY Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR LIBORBSBY Rate Loan into an affected type of Term SOFR LIBORBSBY Rate Loan. 3.

Interest Rate Inadequate or Unfair. In the event that Administrative Agent or any Lender shall have reasonably determined that: (i) reasonable means do not exist for ascertaining the Term SOFR Rate applicable pursuant to Section 2.2 for any Interest Period; or; (ii) Dollar deposits in the relevant amount and for the relevant maturity are not available, with respect to an outstanding Term SOFR Rate Loan, a proposed Term SOFR Rate Loan, or a proposed conversion of a Domestic Base Rate Loan into a Term SOFR Rate Loan; or; (iii) the making, maintenance or funding of any Term SOFR Rate Loan has been made impracticable or unlawful by compliance by Administrative Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Relevant Governmental Body or with any request or directive of any such Relevant Governmental Body (whether or not having the force of law); , or (iv) the Term SOFR Rate will not adequately and fairly reflect the cost to such Lender of the establishment funding, establishment, or maintenance of any Term SOFR Rate LoanLoan during the applicable Interest Period, and Lenders have provided notice of such determination to Administrative Agent, then Administrative Agent shall give Borrowing Agent Borrower Representative prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below)Date, (i) any such requested Term SOFR Rate Loan shall be made as a Domestic Base Rate Loan, unless Borrowing Agent Borrower Representative shall notify Administrative Agent no later than 1:00 p.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR Rate Loan, (ii) any Domestic Base Rate Loan or Term SOFR Rate Loan which was to have been converted to an affected type of Term SOFR Rate Loan shall be continued as or converted into a Domestic Base Rate Loan, or, if Borrowing Agent Borrower Representative shall notify Administrative Agent, no later than 1:00 p.m. (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR Rate Loan, and (iii) any outstanding affected Term SOFR Rate Loans shall be converted into a Domestic Base Rate Loan, or, if Borrowing Agent Borrower Representative shall notify Administrative Agent, no later than 1:00 p.m. (New York City time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR Rate Loan, shall be converted into an unaffected type of Term SOFR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR Rate Loan or maintain outstanding affected Term SOFR Rate Loans and no Borrower shall have the right to convert a Domestic Base Rate Loan or an unaffected type of Term SOFR Rate Loan into an affected type of Term SOFR Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: : (ia) reasonable means do not exist for ascertaining the Term SOFR Rate applicable pursuant to Section 2.2 for any Interest PeriodPeriod ; or (iib) Dollar deposits in the relevant amount and for the relevant maturity are not available, with respect to an outstanding Term SOFR Rate Loan, a proposed Term SOFR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR Rate Loan; or (iiic) the making, maintenance or funding of any Term SOFR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or , or (ivd) the Term SOFR Rate will not adequately and fairly reflect the cost to such Lender of the establishment funding, establishment, or maintenance of any Term SOFR Rate LoanLoan during the applicable Interest Period, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term SOFR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR Rate Loan, (ii) any Domestic Rate Loan or Term SOFR Rate Loan which was to have been converted to an affected type of Term SOFR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR Rate Loan, and (iii) any outstanding affected Term SOFR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. (New York City time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR Rate Loan, shall be converted into an unaffected type of Term SOFR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR Rate Loan or maintain outstanding affected Term SOFR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR Rate Loan into an affected type of Term SOFR Rate Loan. 3.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (ia) reasonable means do not exist for ascertaining the Term SOFR LIBOR Rate applicable pursuant to Section 2.2 for any Interest Period; or (iib) Dollar deposits in the relevant amount and for the relevant maturity are not availableavailable in the London interbank LIBOR market, with respect to an outstanding Term SOFR LIBOR Rate Loan, a proposed Term SOFR LIBOR Rate Loan, or a proposed conversion of a Domestic Base Rate Loan into a Term SOFR LIBOR Rate Loan; or (iiic) the making, maintenance or funding of any Term SOFR LIBOR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law applicable law or any interpretation or application thereof by any Governmental Body Authority or with any request or directive of any such Governmental Body Authority (whether or not having the force of law); , or (ivd) the Term SOFR LIBOR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR LIBOR Rate Loan, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent Borrowers prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term SOFR LIBOR Rate Loan shall be made as a Domestic Base Rate Loan, unless Borrowing Agent Borrowers shall notify Agent no later than 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR LIBOR Rate Loan, (ii) any Domestic Base Rate Loan or Term SOFR LIBOR Rate Loan which was to have been converted to an affected type of Term SOFR LIBOR Rate Loan shall be continued as or converted into a Domestic Base Rate Loan, or, if Borrowing Agent Borrowers shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR LIBOR Rate Loan, and (iii) any outstanding affected Term SOFR LIBOR Rate Loans shall be converted into a Domestic Base Rate Loan, or, if Borrowing Agent Borrowers shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR LIBOR Rate Loan, shall be converted into an unaffected type of Term SOFR LIBOR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR LIBOR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR LIBOR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR LIBOR Rate Loan or maintain outstanding affected Term SOFR LIBOR Rate Loans and no Borrower shall have the right to convert a Domestic Base Rate Loan or an unaffected type of Term SOFR LIBOR Rate Loan into an affected type of Term SOFR LIBOR Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (ia) reasonable means do not exist for ascertaining the Term SOFR LIBOR Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or; (iib) Dollar deposits in the relevant amount and for the relevant maturity are not availableavailable in the London interbank market, with respect to an outstanding Term SOFR LIBOR Rate Loan, a proposed Term SOFR LIBOR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR LIBOR Rate Loan; or; (iiic) the making, maintenance or funding of any Term SOFR LIBOR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or (ivd) the Term SOFR LIBOR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR LIBOR Rate Loan, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement LIBOR Termination Date (as defined below)) or prior to the date on which Section 3.8.2(a)(ii) hereof applies, (i) any such requested Term SOFR LIBOR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. 10:00 a.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR LIBOR Rate Loan, (ii) any Domestic Rate Loan or Term SOFR LIBOR Rate Loan which was to have been converted to an affected type of Term SOFR LIBOR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. 10:00 a.m. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR LIBOR Rate Loan, and (iii) any outstanding affected Term SOFR LIBOR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. 10:00 a.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR LIBOR Rate Loan, shall be converted into an unaffected type of Term SOFR LIBOR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR LIBOR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR LIBOR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR LIBOR Rate Loan or maintain outstanding affected Term SOFR LIBOR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR LIBOR Rate Loan into an affected type of Term SOFR LIBOR Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (ia) reasonable means do not exist for ascertaining the Term SOFR LIBOR Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or; (iib) Dollar deposits in the relevant amount and for the relevant maturity are not availableavailable in the London interbank market, with respect to an outstanding Term SOFR LIBOR Rate Loan, a proposed Term SOFR LIBOR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR LIBOR Rate Loan; or; (iiic) the making, maintenance or funding of any Term SOFR LIBOR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or (ivd) the Term SOFR LIBOR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR LIBOR Rate Loan, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term SOFR LIBOR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. (New York time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR LIBOR Rate Loan, (ii) any Domestic Rate Loan or Term SOFR LIBOR Rate Loan which was to have been converted to an affected type of Term SOFR LIBOR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. (New York time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR LIBOR Rate Loan, and (iii) any outstanding affected Term SOFR LIBOR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. (New York time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR LIBOR Rate Loan, shall be converted into an unaffected type of Term SOFR LIBOR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR LIBOR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR LIBOR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR LIBOR Rate Loan or maintain outstanding affected Term SOFR LIBOR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR LIBOR Rate Loan into an affected type of Term SOFR LIBOR Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (ia) reasonable means do not exist for ascertaining the Term SOFR Eurodollar Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or (iib) Dollar deposits in the relevant amount and for the relevant maturity are not availableavailable in the London interbank eurodollar market, with respect to an outstanding Term SOFR Eurodollar Rate Loan, a proposed Term SOFR Eurodollar Rate Loan, or a proposed conversion of a Domestic Base Rate Loan into a Term SOFR Eurodollar Rate Loan; or (iiic) the making, maintenance or funding of any Term SOFR Eurodollar Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or (ivd) the Term SOFR Eurodollar Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR Eurodollar Rate Loan, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent Borrower prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term SOFR Eurodollar Rate Loan shall be made as a Domestic Base Rate Loan, unless Borrowing Agent Borrower shall notify Agent no later than 1:00 p.m. p.m., New York time two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR Eurodollar Rate Loan, (ii) any Domestic Base Rate Loan or Term SOFR Eurodollar Rate Loan which was to have been converted to an affected type of Term SOFR Eurodollar Rate Loan shall be continued as or converted into a Domestic Base Rate Loan, or, if Borrowing Agent Borrower shall notify Agent, no later than 1:00 p.m. p.m., New York time two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR Eurodollar Rate Loan, and (iii) any outstanding affected Term SOFR Eurodollar Rate Loans shall be converted into a Domestic Base Rate Loan, or, if Borrowing Agent Borrower shall notify Agent, no later than 1:00 p.m. p.m., New York time two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR Eurodollar Rate Loan, shall be converted into an unaffected type of Term SOFR Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR Eurodollar Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR Eurodollar Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR Eurodollar Rate Loan or maintain outstanding affected Term SOFR Eurodollar Rate Loans and no Borrower shall not have the right to convert a Domestic Base Rate Loan or an unaffected type of Term SOFR Eurodollar Rate Loan into an affected type of Term SOFR Eurodollar Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (ia) reasonable means do not exist for ascertaining the Term SOFR LIBOR Rate applicable pursuant to Section 2.2 for any Interest Period; or (iib) Dollar deposits in the relevant amount and for the relevant maturity are not availableavailable in the London interbank LIBOR market, with respect to an outstanding Term SOFR LIBOR Rate Loan, a proposed Term SOFR LIBOR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR LIBOR Rate Loan; or (iiic) the making, maintenance or funding of any Term SOFR LIBOR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or (ivd) the Term SOFR LIBOR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR LIBOR Rate Loan, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement LIBOR Termination Date (as defined below)) or prior to the date on which Section 3.8.2(a)(ii) applies, (i) any such requested Term SOFR LIBOR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR LIBOR Rate Loan, (ii) any Domestic Rate Loan or Term SOFR LIBOR Rate Loan which was to have been converted to an affected type of Term SOFR LIBOR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR LIBOR Rate Loan, and (iii) any outstanding affected Term SOFR LIBOR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR LIBOR Rate Loan, shall be converted into an unaffected type of Term SOFR LIBOR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR LIBOR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR LIBOR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR LIBOR Rate Loan or maintain outstanding affected Term SOFR LIBOR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR LIBOR Rate Loan into an affected type of Term SOFR LIBOR Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (ia) reasonable means do not exist for ascertaining the Term SOFR LIBOR Rate applicable pursuant to Section 2.2 for any Interest Period; or; (iib) Dollar deposits in the relevant amount and for the relevant maturity are not availableavailable in the London interbank LIBOR market, with respect to an outstanding Term SOFR LIBOR Rate Loan, a proposed Term SOFR LIBOR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR LIBOR Rate Loan; or; (iiic) the making, maintenance or funding of any Term SOFR LIBOR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or (ivd) the Term SOFR LIBOR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR LIBOR Rate Loan, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent prompt written or telephonic notice of such determinationdetermination in accordance with the terms and provisions of Section 16.6 hereof. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term SOFR LIBOR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR LIBOR Rate Loan, (ii) any Domestic Rate Loan or Term SOFR LIBOR Rate Loan which was to have been converted to an affected type of Term SOFR LIBOR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR LIBOR Rate Loan, and (iii) any outstanding affected Term SOFR LIBOR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR LIBOR Rate Loan, shall be converted into an unaffected type of Term SOFR LIBOR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR LIBOR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR LIBOR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR LIBOR Rate Loan or maintain outstanding affected Term SOFR LIBOR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR LIBOR Rate Loan into an affected type of Term SOFR LIBOR Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Administrative Agent or any Lender shall have determined that: (i) reasonable means do not exist for ascertaining the Term SOFR Rate applicable pursuant to Section 2.2 for any Interest Period; or; (ii) Dollar deposits in the relevant amount and for the relevant maturity are not available, with respect to an outstanding Term SOFR Rate Term Loan, a proposed Term SOFR Rate Term Loan, or a proposed conversion of a Domestic Base Rate Loan into a Term SOFR Rate Term Loan; or; (iii) the making, maintenance or funding of any Term SOFR Rate Term Loan has been made impracticable or unlawful by compliance by Administrative Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Relevant Governmental Body or with any request or directive of any such Relevant Governmental Body (whether or not having the force of law); , or (iv) the Term SOFR Rate will not adequately and fairly reflect the cost to such Lender of the establishment funding, establishment, or maintenance of any Term SOFR Rate LoanTerm Loan during the applicable Interest Period, and Lenders have provided notice of such determination to Administrative Agent, then Administrative Agent shall give Borrowing Agent Borrower Representative prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term SOFR Rate Term Loan shall be made as a Domestic Base Rate Loan, unless Borrowing Agent Borrower Representative shall notify Administrative Agent no later than 1:00 p.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR Rate Term Loan, (ii) any Domestic Base Rate Loan or Term SOFR Rate Term Loan which was to have been converted to an affected type of Term SOFR Rate Term Loan shall be continued as or converted into a Domestic Base Rate Loan, or, if Borrowing Agent Borrower Representative shall notify Administrative Agent, no later than 1:00 p.m. (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR Rate Term Loan, and (iii) any outstanding affected Term SOFR Rate Term Loans shall be converted into a Domestic Base Rate Loan, or, if Borrowing Agent Borrower Representative shall notify Administrative Agent, no later than 1:00 p.m. (New York City time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR Rate Term Loan, shall be converted into an unaffected type of Term SOFR Rate Term Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR Rate Term Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR Rate Term Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR Rate Term Loan or maintain outstanding affected Term SOFR Rate Term Loans and no Borrower shall have the right to convert a Domestic Base Rate Loan or an unaffected type of Term SOFR Rate Term Loan into an affected type of Term SOFR Rate Term Loan.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (i) reasonable means do not exist for ascertaining the Term SOFR LIBOR Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or; (ii) Dollar deposits in the relevant amount and for the relevant maturity are not availableavailable in the London interbank LIBOR market, with respect to an outstanding Term SOFR LIBOR Rate Loan, a proposed Term SOFR LIBOR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR LIBOR Rate Loan; or; (iii) the making, maintenance or funding of any Term SOFR LIBOR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or (iv) the Term SOFR LIBOR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR LIBOR Rate Loan, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), then (ix) any such requested Term SOFR LIBOR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR LIBOR Rate Loan, (iiy) any Domestic Rate Loan or Term SOFR LIBOR Rate Loan which was to have been converted to an affected type of Term SOFR LIBOR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR LIBOR Rate Loan, and (iiiz) any outstanding affected Term SOFR LIBOR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR LIBOR Rate Loan, shall be converted into an unaffected type of Term SOFR LIBOR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR LIBOR Rate Loans (or sooner, if any Agent or such Lender cannot continue to lawfully maintain such affected Term SOFR LIBOR Rate Loan). Until such notice has been withdrawn, neither Agent nor Lenders shall have no any obligation to make an affected type of Term SOFR LIBOR Rate Loan or maintain outstanding affected Term SOFR LIBOR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR LIBOR Rate Loan into an affected type of Term SOFR LIBOR Rate Loan.

Interest Rate Inadequate or Unfair. In The obligation of each Bank to extend an Advance on the event that date therefor is subject to the following: (a) If, with respect to Borrowings to consist of Advances denominated in any Agreed Currency (i) the Administrative Agent or any Lender shall have determined that: (iwhich determination shall be conclusive and binding upon all parties hereto) that by reason of circumstances affecting generally the London interbank market, adequate and reasonable means do not exist for ascertaining the Term SOFR Rate interest rate applicable pursuant to Section 2.2 for any Interest Period; or the Advances in such Agreed Currency or (ii) Dollar by the Business Day before the first day of any Interest Period in respect of a Borrowing, the Administrative Agent shall have received notice from the Majority Banks that deposits in the relevant amount and for the relevant maturity applicable Agreed Currency are not availableavailable to such Banks (as conclusively certified in writing to the Administrative Agent and the Borrower) in the ordinary course of business in the London interbank market in sufficient amounts to make its Advances, then, in each case, the Administrative Agent shall by 12:00 Noon (London time) on such Business Day notify the Borrower of such event, and the right of the Borrower to select Advances in such Agreed Currency for such Borrowing or any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist. The obligation of the Banks to make Advances in connection with respect to such Notice of Borrowing shall thereupon terminate and such Notice of Borrowing will be ineffective. In the case of an outstanding Term SOFR Rate LoanNotice of Interest Period Election at the time any such suspension shall occur, a proposed Term SOFR Rate Loansuch Notice shall become ineffective. (b) If the Majority Banks shall, or a proposed conversion by 11:00 a.m. (London time) on the Business Day before the first day of any Interest Period in respect of a Domestic Borrowing to consist of Advances denominated in an Agreed Currency, notify the Administrative Agent and the Borrower (setting forth in writing the reasons therefor) that the Eurocurrency Rate Loan into a Term SOFR Rate Loan; or (iii) the making, maintenance or funding of any Term SOFR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or (iv) the Term SOFR Rate for Advances will not adequately and fairly reflect the cost to such Lender Banks of making or funding their respective Advances for such Borrowing or Conversion, the right of the establishment Borrower to select Advances in such Agreed Currency for such Borrowing or maintenance of Conversion and any Term SOFR Rate Loan, and Lenders have provided notice of such determination to Agent, then Agent shall give subsequent Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term SOFR Rate Loan Conversion shall be made as a Domestic Rate Loan, unless Borrowing suspended until the Administrative Agent shall notify Agent the Borrower and the Banks that the circumstances causing such suspension no later than 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR Rate Loan, (ii) any Domestic Rate Loan or Term SOFR Rate Loan which was to have been converted to an affected type of Term SOFR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR Rate Loan, and (iii) any outstanding affected Term SOFR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the last Business Day longer exist. The obligation of the then current Banks to make Advances in connection with such Notice of Borrowing shall thereupon terminate and such Notice of Borrowing will be ineffective. In the case of an outstanding Notice of Interest Period applicable to Election at the time any such affected Term SOFR Rate Loansuspension shall occur, such Notice shall be converted into an unaffected type of Term SOFR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR Rate Loan or maintain outstanding affected Term SOFR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR Rate Loan into an affected type of Term SOFR Rate Loanbecome ineffective.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (ia) reasonable means do not exist for ascertaining the Term SOFR LIBOR Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or; (iib) Dollar deposits in the relevant amount and for the relevant maturity are not availableavailable in the London interbank LIBOR market, with respect to an outstanding Term SOFR LIBOR Rate Loan, a proposed Term SOFR LIBOR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR LIBOR Rate Loan; or; (iiic) the making, maintenance or funding of any Term SOFR LIBOR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); , or (ivd) the Term SOFR LIBOR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR LIBOR Rate Loan, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term SOFR LIBOR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR LIBOR Rate Loan, (ii) any Domestic Rate Loan or Term SOFR LIBOR Rate Loan which was to have been converted to an affected type of Term SOFR LIBOR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR LIBOR Rate Loan, and (iii) any outstanding affected Term SOFR LIBOR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR LIBOR Rate Loan, shall be converted into an unaffected type of Term SOFR LIBOR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR LIBOR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR LIBOR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR LIBOR Rate Loan or maintain outstanding affected Term SOFR LIBOR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR LIBOR Rate Loan into an affected type of Term SOFR LIBOR Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (ia) reasonable means do not exist for ascertaining the Term SOFR LIBOR Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or (iib) Dollar deposits in the relevant amount and for the relevant maturity are not availableavailable in the London interbank LIBOR market, with respect to an outstanding Term SOFR LIBOR Rate Loan, a proposed Term SOFR LIBOR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR LIBOR Rate Loan; or (iiic) the making, maintenance or funding of any Term SOFR LIBOR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); , or (ivd) the Term SOFR LIBOR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR LIBOR Rate Loan, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement LIBOR Termination Date (as defined below)) or prior to the date on which Section 3.8.2(a)(ii) applies, (i) any such requested Term SOFR LIBOR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR LIBOR Rate Loan, (ii) any Domestic Rate Loan or Term SOFR LIBOR Rate Loan which was to have been converted to an affected type of Term SOFR LIBOR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR LIBOR Rate Loan, and (iii) any outstanding affected Term SOFR LIBOR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR LIBOR Rate Loan, shall be converted into an unaffected type of Term SOFR LIBOR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR LIBOR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR LIBOR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR LIBOR Rate Loan or maintain outstanding affected Term SOFR LIBOR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR LIBOR Rate Loan into an affected type of Term SOFR LIBOR Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (i) reasonable means do not exist for ascertaining the Term LIBORTerm SOFR Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or (ii) Dollar deposits in the relevant amount and for the relevant maturity are not availableavailable in the London interbank LIBOR market, with respect to an outstanding Term LIBORTerm SOFR Rate Loan, a proposed Term LIBORTerm SOFR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term LIBORTerm SOFR Rate Loan; or, (iii) the making, maintenance or funding of any Term LIBORTerm SOFR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); , or (iv) the Term LIBORTerm SOFR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term LIBORTerm SOFR Rate Loan, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term LIBORTerm SOFR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. 10:00 A.M. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term LIBORTerm SOFR Rate Loan, (ii) any Domestic Rate Loan or Term LIBORTerm SOFR Rate Loan which was to have been converted to an affected type of Term LIBORTerm SOFR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. 10:00 A.M. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term LIBORTerm SOFR Rate Loan, and (iii) any outstanding affected Term LIBORTerm SOFR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. 10:00 A.M. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term LIBORTerm SOFR Rate Loan, shall be converted into an unaffected type of Term LIBORTerm SOFR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term LIBORTerm SOFR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR Rate Loan)Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term LIBORTerm SOFR Rate Loan or maintain outstanding affected Term LIBORTerm SOFR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term LIBORTerm SOFR Rate Loan into an affected type of Term LIBORTerm SOFR Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (ia) reasonable means do not exist for ascertaining the Term BSBYTerm SOFR Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or (iib) Dollar deposits in the relevant amount and for the relevant maturity are not available, with respect to an outstanding Term BSBYTerm SOFR Rate Loan, a proposed Term BSBYTerm SOFR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term BSBYTerm SOFR Rate Loan; or (iiic) the making, maintenance or funding of any Term BSBYTerm SOFR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or (ivd) the Term BSBYTerm SOFR Rate will not adequately and fairly reflect the cost to such Lender of the funding, establishment or maintenance of any Term BSBYTerm SOFR Rate LoanLoan during the applicable Interest Period, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term BSBYTerm SOFR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term BSBYTerm SOFR Rate Loan, (ii) any Domestic Rate Loan or Term BSBYTerm SOFR Rate Loan which was to have been converted to an affected type of Term BSBYTerm SOFR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term BSBYTerm SOFR Rate Loan, and (iii) any outstanding affected Term BSBYTerm SOFR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term BSBYTerm SOFR Rate Loan, shall be converted into an unaffected type of Term BSBYTerm SOFR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term BSBYTerm SOFR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term BSBYTerm SOFR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term BSBYTerm SOFR Rate Loan or maintain outstanding affected Term BSBYTerm SOFR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term BSBYTerm SOFR Rate Loan into an affected type of Term BSBYTerm SOFR Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (ia) reasonable means do not exist for ascertaining the Term SOFR Eurodollar Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or; (iib) Dollar deposits in the relevant amount and for the relevant maturity are not availableavailable in the London interbank market, with respect to an outstanding Term SOFR Eurodollar Rate Loan, a proposed Term SOFR Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR Eurodollar Rate Loan; or; (iiic) the making, maintenance or funding of any Term SOFR Eurodollar Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or (ivd) the Term SOFR Eurodollar Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR Eurodollar Rate Loan, and Lenders have provided notice of such determination to Agent, , (a) then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term SOFR Eurodollar Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. (New York time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR Eurodollar Rate Loan, (ii) any Domestic Rate 074658.01845/123458281v.1 Loan or Term SOFR Eurodollar Rate Loan which was to have been converted to an affected type of Term SOFR Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. (New York time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR Eurodollar Rate Loan, and (iii) any outstanding affected Term SOFR Eurodollar Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. (New York time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR Eurodollar Rate Loan, shall be converted into an unaffected type of Term SOFR Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR Eurodollar Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR Eurodollar Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR Eurodollar Rate Loan or maintain outstanding affected Term SOFR Eurodollar Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR Eurodollar Rate Loan into an affected type of Term SOFR Eurodollar Rate Loan...

Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (i) : reasonable means do not exist for ascertaining the Term SOFR Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or (ii) or Dollar deposits in the relevant amount and for the relevant maturity are not availableavailable in the London interbank Term SOFR market, with respect to an outstanding Term SOFR Rate Loan, a proposed Term SOFR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR Rate Loan; or (iii) or the making, maintenance or funding of any Term SOFR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or (iv) , or the Term SOFR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR Rate Loan, and Lenders have provided notice of such determination to Agent, then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below)given, (i) any such requested Term SOFR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR Rate Loan, (ii) any Domestic Rate Loan or Term SOFR Rate Loan which was to have been converted to an affected type of Term SOFR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR Rate Loan, and (iii) any outstanding affected Term SOFR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR Rate Loan, shall be converted into an unaffected type of Term SOFR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR Rate Loan or maintain outstanding affected Term SOFR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR Rate Loan into an affected type of Term SOFR Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Agent Administrative Agent, the LC Bank or any Lender (an “Affected Lender”) shall have determined that: (i) reasonable means do not exist for ascertaining the Term SOFR Adjusted LIBOR Rate applicable pursuant to Section 2.2 2.03 hereof for any Interest Period; or; (ii) Dollar deposits in the relevant amount and for the relevant maturity are not availableavailable in the London interbank LIBOR market, with respect to an outstanding Term SOFR Rate Loan, a or proposed Term SOFR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Term SOFR Rate Loan; oraccruing interest by reference to the Adjusted LIBOR Rate; (iii) the making, maintenance or funding of any Term SOFR Loan accruing interest by reference to the Adjusted LIBOR Rate Loan has been made impracticable or unlawful by compliance by Administrative Agent or such Affected Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body Authority or with any request or directive of any such Governmental Body Authority (whether or not having the force of lawLaw); or (iv) the Term SOFR Adjusted LIBOR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR Rate LoanLoan accruing interest by reference to the Adjusted LIBOR Rate, and Lenders have provided notice of such determination to then Administrative Agent, then Agent LC Bank or such Lender, as applicable, shall give Borrowing Agent the Borrower and Administrative Agent, LC Bank or each Lender, as applicable, prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement LIBOR Termination Date (as defined in clause (b) below), (i) any such requested Term SOFR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. two (2) Business Days or prior to the date of such proposed borrowingon which Section 5.04(b) applies, that its request for such borrowing shall be cancelled then any outstanding or made as an unaffected type of Term SOFR Rate Loan, (ii) any Domestic Rate Loan or Term SOFR Rate Loan which was to have been converted to an affected type of Term SOFR requested LIBOR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior begin accruing interest by reference to the proposed conversion, shall be maintained as an unaffected type of Term SOFR Rate Loan, and (iii) any outstanding affected Term SOFR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR Rate Loan, shall be converted into an unaffected type of Term SOFR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR Rate Loan)Base Rate. Until such notice has been withdrawn, neither Administrative Agent nor Lenders shall have no any obligation to make an affected type of Term SOFR any Loan accruing interest by reference to the Adjusted LIBOR Rate Loan or maintain outstanding affected Term SOFR LIBOR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR Rate Loan into an affected type of Term SOFR Rate LoanLoans.