Common use of Interest Rate Not Ascertainable Clause in Contracts

Interest Rate Not Ascertainable. If Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) that on any date for determining the Adjusted LIBOR Rate for any Interest Period, by reason of any changes arising after the date of this Agreement affecting the London interbank market or any Lender’s or Bank’s position in such market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Adjusted LIBOR Rate, then, and in any such event, Administrative Agent shall forthwith give notice (by telephone confirmed in writing) to Borrowers of such determination. Until Administrative Agent notifies Borrowers that the circumstances giving rise to the suspension described herein no longer exist, the obligation of Lenders to make LIBOR Loans shall be suspended, and such affected Loans then outstanding shall, at the end of the then applicable Interest Period or at such earlier time as may be required by Applicable Law, bear the same interest as Base Rate Loans. Default Rate of Interest. Borrowers shall pay interest at a rate per annum equal to the Default Rate (i) with respect to the principal amount of any portion of the Obligations (and, to the extent permitted by Applicable Law, all past due interest) that is not paid on the due date thereof (whether due at stated maturity, on demand, upon acceleration or otherwise) until Paid in Full; (ii) with respect to the principal amount of all of the Obligations (and, to the extent permitted by Applicable Law, all past due interest) upon the earlier to occur of (x) Borrower Agent’s receipt of notice from Administrative Agent of the Required Lenders’ election to charge the Default Rate based upon the existence of any Event of Default (which notice Administrative Agent shall send only with the consent or at the direction of the Required Lenders), whether or not acceleration or demand for payment of the Obligations has been made, or (y) the commencement by or against any Borrower of an Insolvency Proceeding whether or not under the circumstances described in clauses (i) or (ii) hereof Lenders elect to accelerate the maturity or demand payment of any of the Obligations; and (iii) with respect to the principal amount of any Out-of-Formula Loans, whether or not demand for payment thereof has been made by Administrative Agent. To the fullest extent permitted by Applicable Law, the Default Rate shall apply and accrue on any judgment entered with respect to any of the Obligations and to the unpaid principal amount of the Obligations during any Insolvency Proceeding of a Borrower. Each Borrower acknowledges that the cost and expense to Agents and each Lender attendant upon the occurrence of an Event of Default are difficult to ascertain or estimate and that the Default Rate is a fair and reasonable estimate to compensate Agents and Lender for such added cost and expense. Interest accrued at the Default Rate shall be due and payable on demand.

Interest Rate Not Ascertainable. If Administrative Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if Agent shall determine determines (which determination shall, shall be conclusive absent manifest error), be finalor the Borrower Agent or Required Lenders notify Agent (with, conclusive and binding upon all partiesin the case of the Required Lenders, a copy to Borrower Agent) that on any date for determining the Adjusted LIBOR Rate for any Interest PeriodBorrower Agent or Required Lenders (as applicable) have determined, by reason of any changes arising after the date of this Agreement affecting the London interbank market or any Lender’s or Bank’s position in such market, that: (a) adequate and fair reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the applicable LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; (b) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate on of loans (such specific date, the basis provided for “Scheduled Unavailability Date”), or (c) a substantial portion of syndicated loans currently being executed, or that include language similar to that contained in the definition of Adjusted LIBOR Ratethis Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by Agent or receipt by Agent of such notice, as applicable, Agent and in the Borrower Agent may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such eventproposed rate, Administrative a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after Agent shall forthwith give have posted such proposed amendment to all Lenders and the Borrower Agent unless, prior to such time, Lenders comprising the Required Lenders have delivered to Agent written notice (by telephone confirmed in writing) to Borrowers of that such determinationRequired Lenders do not accept such amendment. Until Administrative Agent notifies Borrowers that If no LIBOR Successor Rate has been determined and the circumstances giving rise to under clause (i) above exist or the suspension described herein no longer existScheduled Unavailability Date has occurred (as applicable), Agent will promptly so notify the Borrower Agent and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Loans (other than LIBOR Loans already outstanding at such time until expiration of the Interest Period applicable thereto) shall be suspended, and such affected Loans then outstanding shall, at the end of the then applicable Interest Period or at such earlier time as may be required by Applicable Law, bear the same interest as Base Rate Loans. Default Rate of Interest. Borrowers shall pay interest at a rate per annum equal to the Default Rate (i) with respect to the principal amount of any portion of the Obligations (and, to the extent permitted by Applicable Law, all past due interest) that is not paid on the due date thereof (whether due at stated maturity, on demand, upon acceleration or otherwise) until Paid in Full; (ii) with respect to the principal amount of all of the Obligations (and, to the extent permitted by Applicable Law, all past due interest) upon the earlier to occur of (x) Borrower Agent’s receipt of notice from Administrative Agent of the Required Lenders’ election to charge the Default Rate based upon the existence of any Event of Default (which notice Administrative Agent shall send only with the consent affected LIBOR Loans or at the direction of the Required LendersInterest Periods), whether or not acceleration or demand for payment of the Obligations has been made, or and (y) the commencement by LIBOR component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower Agent may revoke any pending request for a Borrowing of, conversion to or against any Borrower continuation of an Insolvency Proceeding whether or not under LIBOR Loans (to the circumstances described in clauses (i) or (ii) hereof Lenders elect to accelerate the maturity or demand payment of any extent of the Obligations; and affected LIBOR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (iii) with respect subject to the principal foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of any Out-of-Formula Loans, whether or not demand for payment thereof has been made by Administrative Agent. To the fullest extent permitted by Applicable Law, the Default LIBOR Successor Rate shall apply and accrue on any judgment entered with respect to any provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of the Obligations and to the unpaid principal amount of the Obligations during any Insolvency Proceeding of a Borrower. Each Borrower acknowledges that the cost and expense to Agents and each Lender attendant upon the occurrence of an Event of Default are difficult to ascertain or estimate and that the Default Rate is a fair and reasonable estimate to compensate Agents and Lender for such added cost and expense. Interest accrued at the Default Rate shall be due and payable on demandthis Agreement.

Interest Rate Not Ascertainable. (a) If Administrative in connection with any request for a LIBOR Loan or a conversion to or continuation thereof, (i) the Agent shall determine determines that (which determination shall, absent manifest error, be final, conclusive and binding upon all partiesA) that on any date for determining the Adjusted LIBOR Rate for any Interest Period, by reason of any changes arising after the date of this Agreement affecting Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such LIBOR Loan, or any Lender’s or Bank’s position in such market, (B) adequate and fair reasonable means do not exist for ascertaining determining Adjusted LIBOR for any requested Interest Period with respect to a proposed LIBOR Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i) above, “Impacted Loans”), or (b) the Agent or the Required Lenders determine that for any reason Adjusted LIBOR for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, the Agent will promptly so notify the Borrower Agent and each Lender and, in the case of clause (b) above, the Required Lenders shall deliver a certificate to the Borrower Agent setting forth the basis on which such Lenders have determined that the Adjusted LIBOR for the applicable interest rate on Interest Period does not adequately and fairly reflect the basis provided for in the definition cost to such Lenders of Adjusted funding such proposed LIBOR RateLoan and certifying that such Lenders’ determination is not inconsistent with their treatment of borrowers generally. Thereafter, then, and in any such event, Administrative Agent shall forthwith give notice (by telephone confirmed in writingx) to Borrowers of such determination. Until Administrative Agent notifies Borrowers that the circumstances giving rise to the suspension described herein no longer exist, the obligation of the Lenders to make or maintain LIBOR Loans shall be suspendedsuspended (to the extent of the affected LIBOR Loans or Interest Periods), and such affected Loans then outstanding shall, at (y) in the end event of a determination described in the then applicable Interest Period or at such earlier time as may be required by Applicable Law, bear the same interest as Base Rate Loans. Default Rate of Interest. Borrowers shall pay interest at a rate per annum equal to the Default Rate (i) preceding sentence with respect to the principal amount of any portion Adjusted LIBOR component of the Obligations Base Rate, the utilization of the Adjusted LIBOR component in determining the Base Rate shall be suspended, in each case until the Agent (andupon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of LIBOR Loans (to the extent permitted by Applicable Lawof the affected LIBOR Loans or Interest Periods) or, all past due interestfailing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. (b) that is not paid on Notwithstanding the due date thereof foregoing, if the Agent has made the determination described in clause (whether due at stated maturitya)(i) of this Section, on demandthe Agent, upon acceleration or otherwise) until Paid in Full; (ii) consultation with the Borrowers and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the principal amount of all of the Obligations Impacted Loans until (and, to the extent permitted by Applicable Law, all past due interest) upon the earlier to occur of (x) Borrower Agent’s receipt of notice from Administrative Agent of the Required Lenders’ election to charge the Default Rate based upon the existence of any Event of Default (which notice Administrative Agent shall send only with the consent or at the direction of the Required Lenders), whether or not acceleration or demand for payment of the Obligations has been made, or (y1) the commencement by or against any Borrower of an Insolvency Proceeding whether or not under Agent revokes the circumstances described in clauses (i) or (ii) hereof Lenders elect to accelerate the maturity or demand payment of any of the Obligations; and (iii) notice delivered with respect to the principal amount Impacted Loans under clause (a) of any Out-of-Formula the first sentence of this Section, (2) the Agent or the Required Lenders notify the Agent and the Borrowers that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, whether or not demand (3) any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for payment thereof such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has been made by Administrative Agent. To imposed material restrictions on the fullest extent permitted by Applicable Law, the Default Rate shall apply and accrue on any judgment entered with respect authority of such Lender to do any of the Obligations foregoing and to provides the unpaid principal amount of Agent and the Obligations during any Insolvency Proceeding of a Borrower. Each Borrower acknowledges that the cost and expense to Agents and each Lender attendant upon the occurrence of an Event of Default are difficult to ascertain or estimate and that the Default Rate is a fair and reasonable estimate to compensate Agents and Lender for such added cost and expense. Interest accrued at the Default Rate shall be due and payable on demandBorrowers written notice thereof.

Interest Rate Not Ascertainable. If Administrative Agent Lender shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) that on any date for determining the Adjusted LIBOR Rate for any Interest Period, by reason of any changes arising after the date of this Agreement affecting the London interbank market or any Lender’s 's or Bank’s 's position in such market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Adjusted LIBOR Rate, then, and in any such event, Administrative Agent Lender shall forthwith give notice (by telephone confirmed in writing) to Borrowers of such determination. Until Administrative Agent Lender notifies Borrowers that the circumstances giving rise to the suspension described herein no longer exist, the obligation of Lenders Lender to make LIBOR Loans shall be suspended, and such affected Loans then outstanding shall, at the end of the then applicable Interest Period or at such earlier time as may be required by Applicable Law, bear the same interest as Base Rate Loans. Default Rate of Interest. Borrowers shall pay Notwithstanding the foregoing, in the event Lender determines that adequate and fair means do not exist for ascertaining the applicable interest at a rate per annum equal to the Default Rate (i) with respect to the principal amount of any portion of the Obligations (and, to the extent permitted by Applicable Law, all past due interest) that is not paid on the due basis provided for in the definition of Adjusted LIBOR Rate, for a LIBOR Loan then being requested by Borrower pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation, Borrower shall have the option to rescind such Notice of Borrowing or Notice of Conversion/Continuation by giving notice (by facsimile or by telephonic notice, confirmed in writing) to Lender of such rescission on the date thereof (whether due at stated maturity, on demand, upon acceleration or otherwise) until Paid in Full; (ii) with respect to the principal amount which Lender gives and Borrower receives notice of all of the Obligations (and, to the extent permitted by Applicable Law, all past due interest) upon the earlier to occur of (x) Borrower Agent’s receipt of notice from Administrative Agent of the Required Lenders’ election to charge the Default Rate based upon the existence of any Event of Default (which notice Administrative Agent shall send only with the consent or at the direction of the Required Lenders), whether or not acceleration or demand for payment of the Obligations has been made, or (y) the commencement by or against any Borrower of an Insolvency Proceeding whether or not under the circumstances its determination as described in clauses (i) or (ii) hereof Lenders elect to accelerate the maturity or demand payment of any of the Obligations; and (iii) with respect to the principal amount of any Out-of-Formula Loans, whether or not demand for payment thereof has been made by Administrative Agent. To the fullest extent permitted by Applicable Law, the Default Rate shall apply and accrue on any judgment entered with respect to any of the Obligations and to the unpaid principal amount of the Obligations during any Insolvency Proceeding of a Borrower. Each Borrower acknowledges that the cost and expense to Agents and each Lender attendant upon the occurrence of an Event of Default are difficult to ascertain or estimate and that the Default Rate is a fair and reasonable estimate to compensate Agents and Lender for such added cost and expense. Interest accrued at the Default Rate shall be due and payable on demandabove.

Interest Rate Not Ascertainable. If Administrative Agent shall determine (which determination shalla) If, absent manifest error, be final, conclusive and binding upon all parties) that on due to any date for determining the Adjusted LIBOR Rate for any Interest Period, by reason of any changes arising after the date of this Agreement circumstance affecting the London interbank market or any Lender’s or Bank’s position in such market, (A) Agent reasonably determines that adequate and fair means do not exist for ascertaining the LIBOR on any applicable interest rate date or that any requested Interest Period is not available on the basis provided for in herein, or (B) the definition of Adjusted LIBOR RateScheduled Unavailability Date has occurred, then, and in any such event, Administrative then Agent shall forthwith give notice (by telephone confirmed in writing) to immediately notify US Borrowers or UK Borrower, as applicable, of such determination. Until Administrative Agent notifies US Borrowers or UK Borrower, as applicable, that the circumstances giving rise to the suspension described herein such circumstance no longer existexists, the obligation of US Lenders or UK Lenders, as applicable to make affected US LIBOR Loans or UK LIBOR Loans or the applicable requested Interest Period, as applicable, shall be suspended and no further US Revolver Loans or UK Revolver Loans, as applicable, may be converted into or continued as such US Revolver Loans or UK Revolver Loans and such affected Interest Period shall not be available. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Agent determines (which determination shall be conclusive absent manifest error), or the Borrower Agent or Required Lenders notify the Agent (with, in the case of the Required Lenders, a copy to Borrower Agent) that the Borrower Agent or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “LIBOR Scheduled Unavailability Date”), or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by Agent or receipt by Agent of such notice, as applicable, the Agent and the Borrowers may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to Agent written notice that such Required Lenders do not accept such amendment. (c) If no LIBOR Successor Rate has been determined and the circumstances under clause (b)(i) above exist or the LIBOR Scheduled Unavailability Date has occurred (as applicable), the Agent will promptly so notify the Borrower Agent and each Lender. Thereafter, (x) the obligation of the Lenders to make LIBOR or maintain Interest Period Loans shall be suspended, and such affected Loans then outstanding shall, at the end of the then applicable Interest Period or at such earlier time as may be required by Applicable Law, bear the same interest as Base Rate Loans. Default Rate of Interest. Borrowers shall pay interest at a rate per annum equal to the Default Rate (i) with respect to the principal amount of any portion of the Obligations (and, to the extent permitted by Applicable Law, all past due interest) that is not paid on the due date thereof (whether due at stated maturity, on demand, upon acceleration or otherwise) until Paid in Full; (ii) with respect to the principal amount of all of the Obligations (and, to the extent permitted by Applicable Law, all past due interest) upon the earlier to occur of (x) Borrower Agent’s receipt of notice from Administrative Agent of the Required Lenders’ election to charge the Default Rate based upon the existence of any Event of Default (which notice Administrative Agent shall send only with the consent affected Interest Period Loans or at the direction of the Required LendersInterest Periods), whether or not acceleration or demand for payment of the Obligations has been made, or and (y) the commencement by LIBOR component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower Agent may revoke any pending request for a Borrowing of conversion to or against any Borrower continuation of an Insolvency Proceeding whether or not under Interest Period Loans (to the circumstances described in clauses (i) or (ii) hereof Lenders elect to accelerate the maturity or demand payment of any extent of the Obligations; and affected Interest Period Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Floating Rate Loans (iii) with respect subject to the principal foregoing clause (y)) in the amount of any Out-of-Formula Loans, whether or not demand for payment thereof has been made by Administrative Agent. To the fullest extent permitted by Applicable Law, the Default Rate shall apply and accrue on any judgment entered with respect to any of the Obligations and to the unpaid principal amount of the Obligations during any Insolvency Proceeding of a Borrower. Each Borrower acknowledges that the cost and expense to Agents and each Lender attendant upon the occurrence of an Event of Default are difficult to ascertain or estimate and that the Default Rate is a fair and reasonable estimate to compensate Agents and Lender for such added cost and expense. Interest accrued at the Default Rate shall be due and payable on demandspecified therein.

Interest Rate Not Ascertainable. (a) If Administrative Agent Lender shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) that on any date for determining the Adjusted LIBOR Applicable Rate for any Interest Period, by reason of any changes arising after the date of this Agreement affecting the London interbank market or any Lender’s or Bank’s position in such market, adequate and fair means do not exist for ascertaining the applicable interest such rate on the basis provided for in the definition of Adjusted LIBOR Rateherein, then, and in any such event, Administrative Agent then Lender shall forthwith give notice (by telephone confirmed in writing) to Borrowers immediately notify Borrower of such determination. Until Administrative Agent Lender notifies Borrowers Borrower that the circumstances giving rise to the suspension described herein such circumstance no longer existexists, the obligation of Lenders Lender to make LIBOR SOFR Loans shall be suspended, and such affected no further Loans then outstanding shall, at the end of the then applicable Interest Period or at such earlier time as may be required by Applicable Law, bear the same interest converted into or continued as Base Rate SOFR Loans. Default Rate of Interest. Borrowers shall pay interest at a rate per annum equal . (b) Notwithstanding anything to the Default Rate (i) with respect to the principal amount of contrary herein or in any portion of the Obligations (andother Loan Document, to the extent permitted by Applicable Law, all past due interest) that is not paid on the due date thereof (whether due at stated maturity, on demand, upon acceleration or otherwise) until Paid in Full; (ii) with respect to the principal amount of all of the Obligations (and, to the extent permitted by Applicable Law, all past due interest) upon the earlier to occur of (x) Borrower Agent’s receipt of notice from Administrative Agent of the Required Lenders’ election to charge the Default Rate based upon the existence of any Event of Default (which notice Administrative Agent shall send only with the consent or at the direction of the Required Lenders), whether or not acceleration or demand for payment of the Obligations has been made, or (y) the commencement by or against any Borrower of an Insolvency Proceeding whether or not under the circumstances described in clauses (i) or (ii) hereof Lenders elect to accelerate the maturity or demand payment of any of the Obligations; and (iii) with respect to the principal amount of any Out-of-Formula Loans, whether or not demand for payment thereof has been made by Administrative Agent. To the fullest extent permitted by Applicable Law, the Default Rate shall apply and accrue on any judgment entered with respect to any of the Obligations and to the unpaid principal amount of the Obligations during any Insolvency Proceeding of a Borrower. Each Borrower acknowledges that the cost and expense to Agents and each Lender attendant upon the occurrence of an Event of Default are difficult to ascertain or estimate and that the Default Rate is a fair and reasonable estimate to compensate Agents and Lender for such added cost and expense. Interest accrued at the Default Rate Benchmark Transition Event, this Agreement shall be due deemed amended to replace the then-current Benchmark with the Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Lender notifies the Borrower of such Benchmark Replacement; provided, however, that no replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 3.1.2(b) will occur prior to the applicable Benchmark Transition Start Date. (c) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Lender will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (d) The Lender will promptly notify the Borrower of (i) the implementation of any Benchmark Replacement and payable on demand(ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Lender will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 3.1.

Interest Rate Not Ascertainable. If in connection with any request for a LIBOR Loan or a conversion to or continuation thereof, (ai) the Administrative Agent shall determine determines that (which determination shalliA) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such LIBOR Loan, absent manifest error, be final, conclusive or (iiB) adequate and binding upon all parties) that on any date reasonable means do not exist for determining the Adjusted LIBOR Rate for any requested Interest PeriodPeriod with respect to a proposed LIBOR Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i) above, by “Impacted Loans”), or (b) the Agent or the Required Lenders determine that for any reason the Adjusted LIBOR for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of any changes arising after funding such LIBOR Loan, the date Administrative Agent will promptly so notify the Borrower Agent and each Lender and, in the case of this Agreement affecting clause (b) above, the London interbank market or any Lender’s or Bank’s position in Required Lenders shall deliver a certificate to the Borrower Agent setting forth the basis on which such market, adequate and fair means do not exist Lenders have determined that the Adjusted LIBOR for ascertaining the applicable interest rate on Interest Period does not adequately and fairly reflect the basis provided for in the definition cost to such Lenders of Adjusted funding such proposed LIBOR RateLoan and certifying that such Lenders’ determination is not inconsistent with their treatment of other borrowers generally. Thereafter, then, and in any such event, Administrative Agent shall forthwith give notice (by telephone confirmed in writingx) to Borrowers of such determination. Until Administrative Agent notifies Borrowers that the circumstances giving rise to the suspension described herein no longer exist, the obligation of the Lenders to make or maintain LIBOR Loans shall be suspendedsuspended (to the extent of the affected LIBOR Loans or Interest Periods), and such affected Loans then outstanding shall, at (y) in the end event of a determination described in the then applicable Interest Period or at such earlier time as may be required by Applicable Law, bear the same interest as Base Rate Loans. Default Rate of Interest. Borrowers shall pay interest at a rate per annum equal to the Default Rate (i) preceding sentence with respect to the principal amount of any portion Adjusted LIBOR component of the Obligations (andBase Rate, to the extent permitted by Applicable Law, all past due interest) that is not paid on the due date thereof (whether due at stated maturity, on demand, upon acceleration or otherwise) until Paid in Full; (ii) with respect to the principal amount of all utilization of the Obligations Adjusted LIBOR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (and, to the extent permitted by Applicable Law, all past due interest) upon the earlier to occur of (x) Borrower Agent’s receipt of notice from Administrative Agent instruction of the Required Lenders’ election ) revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to charge or continuation of LIBOR Loans (to the Default Rate based upon the existence of any Event of Default (which notice Administrative Agent shall send only with the consent or at the direction extent of the Required Lenders)affected LIBOR Loans or Interest Periods) or, whether or not acceleration or demand failing that, will be deemed to have converted such request into a request for payment a Borrowing of Base Rate Loans in the Obligations has been made, or (y) the commencement by or against any Borrower of an Insolvency Proceeding whether or not under the circumstances described in clauses (i) or (ii) hereof Lenders elect to accelerate the maturity or demand payment of any of the Obligations; and (iii) with respect to the principal amount of any Out-of-Formula Loans, whether or not demand for payment thereof has been made by Administrative Agent. To the fullest extent permitted by Applicable Law, the Default Rate shall apply and accrue on any judgment entered with respect to any of the Obligations and to the unpaid principal amount of the Obligations during any Insolvency Proceeding of a Borrower. Each Borrower acknowledges that the cost and expense to Agents and each Lender attendant upon the occurrence of an Event of Default are difficult to ascertain or estimate and that the Default Rate is a fair and reasonable estimate to compensate Agents and Lender for such added cost and expense. Interest accrued at the Default Rate shall be due and payable on demandspecified therein.

Interest Rate Not Ascertainable. If the Borrower and the Administrative Agent shall reasonably determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) in good faith that on any date for determining the Adjusted LIBOR Rate for any Interest Period, by reason of any changes arising after the date of this Agreement affecting the London interbank market or any Lender’s or Bank’s position in such market, adequate and fair means do not exist for ascertaining the applicable an interest rate on is not ascertainable pursuant to the basis provided for in provisions of the definition of Adjusted LIBOR “Eurodollar Rate” and the inability to ascertain such rate is unlikely to be temporary, thenthe “Eurodollar Rate” shall be an alternate rate of interest established by the Administrative Agent and the Borrower that is commercially practicable for the Administrative Agent to administer (as determined by the Administrative Agent in its reasonable discretion) and is generally accepted as the then prevailing market convention for determining a rate of interest (including the making of appropriate adjustments to such alternate rate and this Agreement (x) to preserve pricing in effect at the time of selection of such alternate rate (but for the avoidance of doubt which shall not be at an interest rate less than the Eurodollar Rate prior to the adoption of the alternate rate) and (y) other changes necessary to reflect the available interest periods for such alternate rate) for syndicated leveraged loans of this type in the United States at such time (any such rate, the “Successor Benchmark Rate”), and in any such event, the Administrative Agent and the Borrower shall forthwith give notice (by telephone confirmed in writing) enter into an amendment to Borrowers this Agreement to reflect such alternate rate of interest and such determination. Until Administrative Agent notifies Borrowers that the circumstances giving rise other related changes to this Agreement as may be applicable and, notwithstanding anything to the suspension described herein no longer existcontrary in Section 9.3, such amendment shall become effective without any further action or consent of any other party to this Agreement; provided, that if a Successor Benchmark Rate has not been established pursuant to the obligation of Lenders to make LIBOR Loans shall be suspended, and such affected Loans then outstanding shallforegoing, at the end option of the then applicable Interest Period or at Borrower, the Borrower and the Majority Lenders may select a different Successor Benchmark Rate that is reasonably commercially practicable for the Administrative Agent to administer (as determined by the Administrative Agent in its reasonable discretion) and, upon not less than 15 Business Days’ prior written notice to the Administrative Agent, the Administrative Agent, such earlier time Majority Lenders and the Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be required by Applicable Lawapplicable and, bear the same interest as Base Rate Loans. Default Rate of Interest. Borrowers shall pay interest at a rate per annum equal notwithstanding anything to the Default contrary in Section 9.3, such amendment shall become effective without any further action or consent of any other party to this Agreement; provided, further, that until such Successor Benchmark Rate has been determined pursuant to this paragraph, (i) with respect to any request for Borrowing, the principal amount conversion of any portion Borrowing to, or continuation of the Obligations (andany Borrowing as, to the extent permitted by Applicable Law, all past due interest) that is not paid on the due date thereof (whether due at stated maturity, on demand, upon acceleration or otherwise) until Paid in Full; a Borrowing of Eurodollar Advances shall be ineffective and (ii) with respect to the principal amount of all of the Obligations (and, to the extent permitted by Applicable Law, all past due interest) upon the earlier to occur of (x) Borrower Agent’s receipt of notice from Administrative Agent of the Required Lenders’ election to charge the Default Rate based upon the existence of any Event of Default (which notice Administrative Agent shall send only with the consent or at the direction of the Required Lenders), whether or not acceleration or demand for payment of the Obligations has been made, or (y) the commencement by or against any Borrower of an Insolvency Proceeding whether or not under the circumstances described in clauses (i) or (ii) hereof Lenders elect to accelerate the maturity or demand payment of any of the Obligations; and (iii) with respect to the principal amount of any Out-of-Formula Loans, whether or not demand for payment thereof has been made by Administrative Agent. To the fullest extent permitted by Applicable Law, the Default Rate shall apply and accrue on any judgment entered with respect to any of the Obligations and to the unpaid principal amount of the Obligations during any Insolvency Proceeding of a Borrower. Each Borrower acknowledges that the cost and expense to Agents and each Lender attendant upon the occurrence of an Event of Default are difficult to ascertain or estimate and that the Default Rate is a fair and reasonable estimate to compensate Agents and Lender for such added cost and expense. Interest accrued at the Default Rate outstanding Borrowings shall be due and payable on demandconverted to Borrowing of Base Rate Advances.

Interest Rate Not Ascertainable. If Administrative Agent shall determine (which determination shalla) If, absent manifest error, be final, conclusive and binding upon all parties) that on due to any date for determining the Adjusted LIBOR Rate for any Interest Period, by reason of any changes arising after the date of this Agreement circumstance affecting the London interbank market or any Lender’s or Bank’s position in such market, (A) Agent reasonably determines that adequate and fair means do not exist for ascertaining the LIBOR on any applicable interest rate date or that any requested Interest Period is not available on the basis provided for in herein, or (B) the definition of Adjusted LIBOR RateScheduled Unavailability Date has occurred, then, and in any such event, Administrative then Agent shall forthwith give notice (by telephone confirmed in writing) to Borrowers immediately notify Borrower Agent of such determination. Until Administrative Agent notifies Borrowers Borrower Agent that the circumstances giving rise to the suspension described herein such circumstance no longer existexists, the obligation of US Lenders or UK Lenders, as applicable to make affected US LIBOR Loans or UK LIBOR Loans or the applicable requested Interest Period, as applicable, shall be suspended and no further US Revolver Loans or UK Revolver Loans, as applicable, may be converted into or continued as such US Revolver Loans or UK Revolver Loans and such affected Interest Period shall not be available. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Agent determines (which determination shall be conclusive absent manifest error), or the Borrower Agent or Required Lenders notify the Agent (with, in the case of the Required Lenders, a copy to Borrower Agent) that the Borrower Agent or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “LIBOR Scheduled Unavailability Date”), or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by Agent or receipt by Agent of such notice, as applicable, the Agent and the Borrowers may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar US dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to Agent written notice that such Required Lenders do not accept such amendment. (c) If no LIBOR Successor Rate has been determined and the circumstances under clause (b)(i) above exist or the LIBOR Scheduled Unavailability Date has occurred (as applicable), the Agent will promptly so notify the Borrower Agent and each Lender. Thereafter, (x) the obligation of the Lenders to make LIBOR or maintain Interest Period Loans shall be suspended, and such affected Loans then outstanding shall, at the end of the then applicable Interest Period or at such earlier time as may be required by Applicable Law, bear the same interest as Base Rate Loans. Default Rate of Interest. Borrowers shall pay interest at a rate per annum equal to the Default Rate (i) with respect to the principal amount of any portion of the Obligations (and, to the extent permitted by Applicable Law, all past due interest) that is not paid on the due date thereof (whether due at stated maturity, on demand, upon acceleration or otherwise) until Paid in Full; (ii) with respect to the principal amount of all of the Obligations (and, to the extent permitted by Applicable Law, all past due interest) upon the earlier to occur of (x) Borrower Agent’s receipt of notice from Administrative Agent of the Required Lenders’ election to charge the Default Rate based upon the existence of any Event of Default (which notice Administrative Agent shall send only with the consent affected Interest Period Loans or at the direction of the Required LendersInterest Periods), whether or not acceleration or demand for payment of the Obligations has been made, or and (y) the commencement by LIBOR component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower Agent may revoke any pending request for a Borrowing of conversion to or against any Borrower continuation of an Insolvency Proceeding whether or not under Interest Period Loans (to the circumstances described in clauses (i) or (ii) hereof Lenders elect to accelerate the maturity or demand payment of any extent of the Obligations; and affected Interest Period Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Floating Rate Loans (iii) with respect subject to the principal foregoing clause (y)) in the amount of any Out-of-Formula Loans, whether or not demand for payment thereof has been made by Administrative Agent. To the fullest extent permitted by Applicable Law, the Default Rate shall apply and accrue on any judgment entered with respect to any of the Obligations and to the unpaid principal amount of the Obligations during any Insolvency Proceeding of a Borrower. Each Borrower acknowledges that the cost and expense to Agents and each Lender attendant upon the occurrence of an Event of Default are difficult to ascertain or estimate and that the Default Rate is a fair and reasonable estimate to compensate Agents and Lender for such added cost and expense. Interest accrued at the Default Rate shall be due and payable on demandspecified therein.

Interest Rate Not Ascertainable. If in connection with any request for a LIBOR Loan or a conversion to or continuation thereof, (a) the Administrative Agent shall determine determines that (which determination shalli) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such LIBOR Loan, absent manifest error, be final, conclusive or (ii) adequate and binding upon all parties) that on any date reasonable means do not exist for determining the Adjusted LIBOR Rate for any requested Interest PeriodPeriod with respect to a proposed LIBOR Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i) above, by “Impacted Loans”), or (b) the Required Lenders determine that for any reason the Adjusted LIBOR for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of any changes arising after funding such Loan, the date Administrative Agent will promptly so notify the Borrower and each Lender and, in the case of this Agreement affecting clause (b) above, the London interbank market or any Lender’s or Bank’s position in Required Lenders shall deliver a certificate to the Borrower setting forth the basis on which such market, adequate and fair means do not exist Lenders have determined that the Adjusted LIBOR for ascertaining the applicable interest rate on Interest Period does not adequately and fairly reflect the basis provided for in the definition cost to such Lenders of Adjusted funding such proposed LIBOR RateLoan and certifying that such Lenders’ determination is not inconsistent with their treatment of other borrowers generally. Thereafter, then, and in any such event, Administrative Agent shall forthwith give notice (by telephone confirmed in writingx) to Borrowers of such determination. Until Administrative Agent notifies Borrowers that the circumstances giving rise to the suspension described herein no longer exist, the obligation of the Lenders to make or maintain LIBOR Loans shall be suspendedsuspended (to the extent of the affected LIBOR Loans or Interest Periods), and such affected Loans then outstanding shall, at (y) in the end event of a determination described in the then applicable Interest Period or at such earlier time as may be required by Applicable Law, bear the same interest as Base Rate Loans. Default Rate of Interest. Borrowers shall pay interest at a rate per annum equal to the Default Rate (i) preceding sentence with respect to the principal amount of any portion Adjusted LIBOR component of the Obligations (andBase Rate, to the extent permitted by Applicable Law, all past due interest) that is not paid on the due date thereof (whether due at stated maturity, on demand, upon acceleration or otherwise) until Paid in Full; (ii) with respect to the principal amount of all utilization of the Obligations Adjusted LIBOR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (and, to the extent permitted by Applicable Law, all past due interest) upon the earlier to occur of (x) Borrower Agent’s receipt of notice from Administrative Agent instruction of the Required Lenders’ election ) revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to charge or continuation of LIBOR Loans (to the Default Rate based upon the existence of any Event of Default (which notice Administrative Agent shall send only with the consent or at the direction extent of the Required Lenders)affected LIBOR Loans or Interest Periods) or, whether or not acceleration or demand failing that, will be deemed to have converted such request into a request for payment a Borrowing of Base Rate Loans in the amount specified therein.” (l) Section 5.5.1 (Pre-Default Allocation of Payment) of the Obligations has been made, or (y) Loan and Security Agreement is hereby amended by adding the commencement by or against any Borrower of an Insolvency Proceeding whether or not under the circumstances described in clauses (i) or (ii) hereof Lenders elect to accelerate the maturity or demand payment of any of the Obligations; and (iii) with respect following to the principal amount end of any Out-of-Formula Loans, whether or not demand for payment thereof has been made by Administrative Agent. To the fullest extent permitted by Applicable Law, the Default Rate shall apply and accrue on any judgment entered such section: “Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section 5.5.1.” (m) Section 5.5.2 (Post-Default Allocation of Payment) of the Obligations Loan and Security Agreement is hereby amended by adding the following to the unpaid principal amount end of such section: “Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section 5.5.2.” (n) Section 8.1 (Borrowing Base Certificates) of the Obligations during any Insolvency Proceeding Loan and Security Agreement is hereby amended by restating the first sentence of such section in its entirety as follows: “The Borrowers shall deliver to the Agent and each Co-Collateral Agent (and Agent shall promptly deliver same to Lenders) (i) at all times prior to the commencement of a Borrower. Each Borrower acknowledges that Trigger Event Period, not later than the cost twelfth (12th) Business Day after the immediately preceding fiscal month end, a Borrowing Base Certificate prepared as of the close of business of the previous month and expense to Agents and each Lender attendant upon (ii) at all times (x) after the occurrence and during the continuation of an Event of Default are difficult or (y) after the first date on which Excess Availability for five consecutive Business Days is less than the greater of (i) $65,000,000 or (ii) 12.5% of the lesser of (A) the aggregate Commitments at such time and (B) the Aggregate Borrowing Base at such time, not later than the last Business Day of each week, a Borrowing Base Certificate prepared as of the close of business of the previous week, with such weekly Borrowing Base Certificates (other than those coinciding with a month end) updated for purchases and sales of Inventory from the prior week in a manner consistent with the past practices of the Obligors and reasonably approved by Agent; provided, that at such time as, in the case of clause (x) above, all Events of Default have been waived or remedied in accordance with the terms of the Loan Documents and, in the case of clause (y) above, the date that Excess Availability for a period of 60 consecutive calendar days exceeds the greater of (1) $65,000,000 or (2) 12.5% of the lesser of (I) the aggregate Commitments at such time and (II) the Aggregate Borrowing Base at such time, then the Borrowers shall deliver the Borrowing Base Certificate pursuant to ascertain or estimate clause (i) above.” (o) Section 9.1.27 (Anti-Terrorism) of the Loan and that the Default Rate Security Agreement is a fair and reasonable estimate to compensate Agents and Lender for hereby amended by restating such added cost and expense. Interest accrued at the Default Rate shall be due and payable on demand.section in its entirety as follows:

Interest Rate Not Ascertainable. If Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) that on any date for determining the Adjusted LIBOR Rate for LIBOR, due to any Interest Period, by reason of any changes arising after the date of this Agreement circumstance affecting the London interbank market or any Lender’s or Bank’s position in such market, adequate and fair means do not exist for ascertaining the applicable interest such rate on the basis provided for in the definition of Adjusted LIBOR Rateherein, then, and in any such event, Administrative then Agent shall forthwith give notice (by telephone confirmed in writing) to Borrowers immediately notify Borrower of such determination. Until Administrative Agent notifies Borrowers Borrower that the circumstances giving rise to the suspension described herein such circumstance no longer existexists, the obligation of Lenders to make LIBOR Loans shall be suspended, and such affected no further Loans then outstanding shall, at the end of the then applicable Interest Period or at such earlier time as may be required by Applicable Law, bear the same interest converted into or continued as Base Rate LIBOR Loans. Default Rate of Interest. Borrowers shall pay interest at a rate per annum equal Notwithstanding anything to the Default Rate contrary in this Agreement or any other Loan Documents, if the Agent determines (i) with respect to which determination shall be conclusive absent manifest error), or the principal amount of any portion of Borrower or Required Lenders notify the Obligations Agent (andwith, to in the extent permitted by Applicable Law, all past due interest) that is not paid on the due date thereof (whether due at stated maturity, on demand, upon acceleration or otherwise) until Paid in Full; (ii) with respect to the principal amount of all of the Obligations (and, to the extent permitted by Applicable Law, all past due interest) upon the earlier to occur of (x) Borrower Agent’s receipt of notice from Administrative Agent case of the Required Lenders’ election , a copy to charge Borrower) that the Default Borrower or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate based upon is not available or published on a current basis and such circumstances are unlikely to be temporary; (b) the existence administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”); or (c) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Agent or receipt by the Agent of such notice, as applicable, the Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any Event of Default mathematical adjustments to the benchmark (which notice Administrative if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Agent shall send only with have posted such proposed amendment to all Lenders and the consent Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Agent written notice that such Required Lenders do not accept such amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (a) above exist or at the direction Scheduled Unavailability Date has occurred (as applicable), the Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Required LendersLenders to make or maintain LIBOR Loans shall be suspended (to the extent of the affected LIBOR Loans or Interest Periods), whether or not acceleration or demand for payment of the Obligations has been made, or and (y) the commencement by London Interbank Offered Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or against any Borrower continuation of an Insolvency Proceeding whether or not under LIBOR Loans (to the circumstances described in clauses (i) or (ii) hereof Lenders elect to accelerate the maturity or demand payment of any extent of the Obligations; and affected LIBOR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (iii) with respect subject to the principal foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of any Out-of-Formula Loans, whether or not demand for payment thereof has been made by Administrative Agent. To the fullest extent permitted by Applicable Law, the Default LIBOR Successor Rate shall apply and accrue on any judgment entered with respect to any provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of the Obligations and to the unpaid principal amount of the Obligations during any Insolvency Proceeding of a Borrower. Each Borrower acknowledges that the cost and expense to Agents and each Lender attendant upon the occurrence of an Event of Default are difficult to ascertain or estimate and that the Default Rate is a fair and reasonable estimate to compensate Agents and Lender for such added cost and expense. Interest accrued at the Default Rate shall be due and payable on demandthis Agreement.