Common use of Interest Rate Unascertainable, Inadequate or Unfair Clause in Contracts

Interest Rate Unascertainable, Inadequate or Unfair. (i) In the event that (A) the Administrative Agent determines (in its commercially reasonable credit judgment) that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the LIBO Rate then being determined is to be fixed (including because the Reuters Screen is not available or published on a current basis); provided that no Benchmark Transition Event shall have occurred at such time or (B) the Required Lenders notify the Administrative Agent that the LIBO Rate for such Calculation Period will not adequately and fairly reflect the cost to the Lenders (or Lender) of making or maintaining their Advances (or its Advance) for such Calculation Period (determined in their commercially reasonable credit judgment), the Administrative Agent shall forthwith so notify the Company and the Lenders, whereupon the obligations of the Lenders to make any Advance that accrues interest based on the LIBO Rate shall be suspended until the Administrative Agent shall notify the Company that the Required Lenders have determined (in their commercially reasonable credit judgment) that the circumstances causing such suspension no longer exist. Furthermore, if any Advance is outstanding on the date of the Company’s receipt of the notice from the Administrative Agent referred to in this Section 3.01(h)(i), then on the last day of the Calculation Period (or the next succeeding Business Day if such day is not a Business Day), such Advance shall accrue interest at the Base Rate plus the Applicable Margin as of such day.

Interest Rate Unascertainable, Inadequate or Unfair. (i) In the event that If (A) the an Administrative Agent determines (in its commercially reasonable credit judgment) that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the LIBO Eurodollar Rate then being determined is to be fixed (including including, without limitation, because the Reuters LIBO Screen Rate is not available or published on a current basis); provided that no Benchmark Transition Event shall have occurred at such time ) or (B) the Required Applicable Requisite Lenders notify the Applicable Administrative Agent that the LIBO Eurodollar Rate for such Calculation any Interest Period will not adequately and fairly reflect the cost to the Lenders (or Lender) of making or maintaining their Advances (or its Advance) such Loans for such Calculation Interest Period (determined in their commercially reasonable credit judgment)or calendar quarter, the such Administrative Agent shall forthwith so notify the Company Borrowers and the Applicable Lenders, whereupon each Eurodollar Rate Loan in respect of such Facility shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan and the obligations of the Applicable Lenders to make any Advance that accrues interest based on the LIBO Eurodollar Rate Loans or to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended until the such Administrative Agent shall notify the Company Borrowers that the Required Applicable Requisite Lenders have determined (in their commercially reasonable credit judgment) that the circumstances causing such suspension no longer exist, which notice shall be given promptly following such determination. FurthermoreThereafter, the Borrowers’ right to request, and the Applicable Lenders’ obligations, if any Advance is outstanding on the date of the Company’s receipt of the notice from the Administrative Agent referred any, to in this Section 3.01(h)(i), then on the last day of the Calculation Period (or the next succeeding Business Day if such day is not a Business Day), such Advance make Eurodollar Rate Loans shall accrue interest at the Base Rate plus the Applicable Margin as of such daybe restored.

Interest Rate Unascertainable, Inadequate or Unfair. (i) In the event that (Ai) the Administrative Agent determines (in its commercially reasonable credit judgment) that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the LIBO Eurocurrency Rate then being determined is to be fixed (including because the Reuters Screen is not available or published on a current basis); provided that no Benchmark Transition Event shall have occurred at such time or (Bii) the Required Class Lenders of the affected Term Loan Facility notify the Administrative Agent that the LIBO Eurocurrency Rate for such Calculation any Interest Period will not adequately and fairly reflect the cost to the Lenders (or Lender) of making or maintaining their Advances (or its Advance) such Term Loans for such Calculation Period (determined in their commercially reasonable credit judgment)Interest Period, the Administrative Agent shall forthwith so notify the Company Borrower and the Lenders, whereupon each affected Eurocurrency Rate Term Loan shall automatically, on the last day of the current Interest Period for such Term Loan, convert into a Base Rate Term Loan and the obligations of the Lenders to make any Advance that accrues interest based on the LIBO Eurocurrency Rate Term Loans or to convert Base Rate Term Loans into Eurocurrency Rate Term Loans shall be suspended until the Administrative Agent shall notify the Company Borrower that the Required Class Lenders under the affected Term Loan Facility have determined (in their commercially reasonable credit judgment) that the circumstances causing such suspension no longer exist. Furthermore, if any Advance is outstanding on the date of the Company’s receipt of the notice from the Administrative Agent referred to in this Section 3.01(h)(i), then on the last day of the Calculation Period (or the next succeeding Business Day if such day is not a Business Day), such Advance shall accrue interest at the Base Rate plus the Applicable Margin as of such day.

Interest Rate Unascertainable, Inadequate or Unfair. (i) In the event event, and on each occasion, that prior to the commencement of any Interest Period for a Eurodollar Borrowing or the determination of the LIBO Rate on any day (Aa) the Administrative Agent determines (in its commercially reasonable credit judgment) shall have determined that by reasons of circumstances affecting the relevant market adequate and fair reasonable means do not exist for ascertaining determining the applicable interest rates by reference to which the Adjusted LIBO Rate then being determined is to be fixed (including because the Reuters Screen is not available for such Interest Period or published on a current basis); provided that no Benchmark Transition Event shall have occurred at such time or (B) the Required Lenders notify the Administrative Agent that the LIBO Rate for such Calculation day or (b) the Administrative Agent is advised by the Required Lenders reasonably and in good faith (as conclusively certified by such Lenders) that the Adjusted LIBO Rate for such Interest Period or the LIBO Rate for such day will not adequately and fairly reflect the cost to the such Lenders (or Lender) of making or maintaining their Advances (or its Advance) Loans included in such Borrowing for such Calculation Period (determined in their commercially reasonable credit judgment)Interest Period, then the Administrative Agent shall forthwith so notify shall, as soon as practicable thereafter, give written or fax notice of such determination to the Company Borrower and the Lenders, whereupon provided that if the obligations circumstances giving rise to such notice shall cease or otherwise become inapplicable to such Required Lenders, then such Required Lenders shall promptly give notice of such change in circumstances to the Administrative Agent and the Borrower, and the Administrative Agent shall, as soon as practicable thereafter, give notice to the Borrowers and Lenders to make of such changed circumstances. In the event of any Advance that accrues interest based on the LIBO Rate shall be suspended such notice, until the Administrative Agent shall notify have advised the Company that Borrower and the Required Lenders have determined (in their commercially reasonable credit judgment) that the circumstances causing giving rise to such suspension written or fax notice no longer exist, (i) any request by the Borrower for a Eurodollar Borrowing pursuant to Section 2.02 or 2.10 shall be deemed to be a request for an ABR Borrowing and (ii) any Interest Period election that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective. Furthermore, if any Advance is outstanding on the date of the Company’s receipt of the notice from Each determination by the Administrative Agent referred to in under this Section 3.01(h)(i)2.08 shall, then absent clearly demonstrable error, be final and conclusive and binding on the last day of the Calculation Period (or the next succeeding Business Day if such day is not a Business Day), such Advance shall accrue interest at the Base Rate plus the Applicable Margin as of such dayall parties hereto.

Interest Rate Unascertainable, Inadequate or Unfair. (i) In the event that (Ai) the Administrative Agent determines (in its commercially reasonable credit judgment) that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the LIBO Eurocurrency Rate or the BA Rate then being determined is to be fixed (including because the Reuters Screen is not available or published on a current basis); provided that no Benchmark Transition Event shall have occurred at such time or (Bii) the Required Requisite Lenders notify the Administrative Agent that the LIBO Eurocurrency Rate or the BA Rate for such Calculation any Interest Period will not adequately and fairly reflect the cost to the Lenders (or Lender) of making or maintaining their Advances (or its Advance) such Loans in the applicable currency for such Calculation Period (determined in their commercially reasonable credit judgment)Interest Period, the Administrative Agent shall forthwith so notify the Company Borrowers and the Lenders, whereupon each Eurocurrency Rate Loan or BA Rate Loan, as applicable, shall automatically, on the last day of the current Interest Period for such Loan, convert into the applicable Base Rate Loan and the obligations of the Lenders to make any Advance that accrues interest based on the LIBO Eurocurrency Rate Loans or BA Rate Loans, as applicable, or to convert Base Rate Loans into Eurocurrency Rate Loans or BA Rate Loans, as applicable, shall be suspended until the Administrative Agent shall notify the Company Borrowers that the Required Requisite Lenders have determined (in their commercially reasonable credit judgment) that the circumstances causing such suspension no longer exist. Furthermore, if any Advance is outstanding on the date of the Company’s receipt of the notice from the Administrative Agent referred to in this Section 3.01(h)(i), then on the last day of the Calculation Period (or the next succeeding Business Day if such day is not a Business Day), such Advance shall accrue interest at the Base Rate plus the Applicable Margin as of such day.

Interest Rate Unascertainable, Inadequate or Unfair. (i) In the event that (Ai) the Administrative Agent reasonably determines (in its commercially reasonable credit judgment) that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the LIBO Eurocurrency Rate or BA Rate then being determined is to be fixed (including because the Reuters Screen is not available or published on a current basis); provided that no Benchmark Transition Event shall have occurred at such time or (Bii) the Required Requisite Lenders reasonably determine and notify the Administrative Agent that the LIBO Eurocurrency Rate or BA Rate for such Calculation any Interest Period will not adequately and fairly reflect the cost to the Lenders (or Lender) of making or maintaining their Advances (or its Advance) such Loans for such Calculation Period (determined in their commercially reasonable credit judgment)Interest Period, the Administrative Agent shall forthwith so notify the Company Borrower and the Lenders, whereupon each Eurocurrency Rate Loan denominated in Dollars or BA Rate Loan shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan or Canadian Prime Rate Loan, as applicable, and the obligations of the Lenders to make any Advance that accrues interest based on the LIBO Eurocurrency Rate Loans or BA Rate Loans, as applicable, or to convert Base Rate Loans or Canadian Prime Rate Loans, as applicable, into Eurocurrency Rate Loans denominated in Dollars or BA Rate Loans, as applicable, shall be suspended until the Administrative Agent shall notify the Company Borrower that the Required Requisite Lenders have determined (in their commercially reasonable credit judgment) that the circumstances causing such suspension no longer exist. Furthermore, if any Advance is outstanding on the date of the Company’s receipt of the notice from the Administrative Agent referred to in this Section 3.01(h)(i), then on the last day of the Calculation Period (or the next succeeding Business Day if such day is not a Business Day), such Advance shall accrue interest at the Base Rate plus the Applicable Margin as of such day.

Interest Rate Unascertainable, Inadequate or Unfair. (i) In the event that (A) the Administrative Agent determines (in its commercially reasonable credit judgment) that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the LIBO Rate then being determined is to be fixed (including because the Reuters Screen is not available or published on a current basis); provided that no Benchmark Transition Event shall have occurred at such time or (B) the Required Lenders notify the Administrative Agent that the LIBO Rate for such Calculation Period will not adequately and fairly reflect the cost to the Lenders (or Lender) of making or maintaining their Advances (or its Advance) for such Calculation Period (determined in their commercially reasonable credit judgment), the Administrative Agent shall forthwith so notify the Company and the Lenders, whereupon the obligations of the Lenders to make any Advance that accrues interest based on the LIBO Rate shall be suspended until the Administrative Agent shall notify the Company that the Required Lenders have determined (in their commercially reasonable credit judgment) that the circumstances causing such suspension no longer exist. Furthermore, if any Advance is outstanding on the date of the Company’s 's receipt of the notice from the Administrative Agent referred to in this Section 3.01(h)(i), then on the last day of the Calculation Period (or the next succeeding Business Day if such day is not a Business Day), such Advance shall accrue interest at the Base Rate plus the Applicable Margin as of such day.

Interest Rate Unascertainable, Inadequate or Unfair. If (i) In the event that (A) the Administrative Agent determines (in its commercially reasonable credit judgment) that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the LIBO Eurocurrency Rate then being determined is to be fixed (including because the Reuters Screen is not available or published on a current basis); provided that no Benchmark Transition Event shall have occurred at such time or (Bii) the Required Requisite Lenders notify the Administrative Agent that the LIBO Eurocurrency Rate for such Calculation any Interest Period will not adequately and fairly reflect the cost to the Lenders (or Lender) of making or maintaining their Advances (or its Advance) such Loans in the applicable currency for such Calculation Period (determined in their commercially reasonable credit judgment)Interest Period, the Administrative Agent shall forthwith so notify the Company Borrower and the Lenders, whereupon each Eurocurrency Rate Loan denominated in Dollars or Euros shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan denominated in Dollars (regardless of the currency of such Loan) and the obligations of the Lenders to make any Advance that accrues interest based on the LIBO Eurocurrency Rate Loans denominated in Dollars or Euros or to convert Base Rate Loans denominated in Dollars into Eurocurrency Rate Loans shall be suspended until the Administrative Agent shall notify the Company Borrower that the Required Requisite Lenders have determined (in their commercially reasonable credit judgment) that the circumstances causing such suspension no longer exist. Furthermore, if any Advance is outstanding on the date of the Company’s receipt of the notice from the Administrative Agent referred to in this Section 3.01(h)(i), then on the last day of the Calculation Period (or the next succeeding Business Day if such day is not a Business Day), such Advance shall accrue interest at the Base Rate plus the Applicable Margin as of such day.

Interest Rate Unascertainable, Inadequate or Unfair. If (i) In the event that (A) the Administrative Agent determines (in its commercially reasonable credit judgment) that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the LIBO Eurodollar Rate then being determined is to be fixed (including because the Reuters Screen is not available or published on a current basis); provided that no Benchmark Transition Event shall have occurred at such time or (Bii) the Required Requisite Lenders notify the Administrative Agent that the LIBO Eurodollar Rate for such Calculation any Interest Period (or, in respect of the Credit-Linked Deposit Return, the Initial Period or any calendar quarter) will not adequately and fairly reflect the cost to the Lenders (or Lender) and the Tranche B Investors of making or maintaining their Advances such Loans (or its Advanceof making, maintaining or receiving the corresponding Credit-Linked Deposits) for such Calculation Period (determined in their commercially reasonable credit judgment)Interest Period, the Administrative Agent shall forthwith so notify the Company Borrower and the Lenders, whereupon each Eurodollar Rate Loan shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan and the obligations of the Lenders to make any Advance that accrues interest based on the LIBO Eurodollar Rate Loans or to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Company Borrower that the Required Requisite Lenders have determined (in their commercially reasonable credit judgment) that the circumstances causing such suspension no longer exist, which notice shall be given promptly following such determination. FurthermoreThereafter, the Borrower’s right to request, and the Lenders’ obligations, if any Advance is outstanding on the date of the Company’s receipt of the notice from the Administrative Agent referred any, to in this Section 3.01(h)(i), then on the last day of the Calculation Period (or the next succeeding Business Day if such day is not a Business Day), such Advance make Eurodollar Rate Loans shall accrue interest at the Base Rate plus the Applicable Margin as of such daybe restored.

Interest Rate Unascertainable, Inadequate or Unfair. If (i) In the event that (A) the Administrative Agent determines (in its commercially reasonable credit judgment) that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the LIBO Eurodollar Rate then being determined is to be fixed (including because the Reuters Screen is not available or published on a current basis); provided that no Benchmark Transition Event shall have occurred at such time or (Bii) the Required Requisite Lenders notify the Administrative Agent that the LIBO Eurodollar Rate for such Calculation any Interest Period will not adequately and fairly reflect the cost to the Lenders (or Lender) of making or maintaining their Advances (or its Advance) such Loans for such Calculation Interest Period (determined in their commercially reasonable credit judgment)or calendar quarter, the Administrative Agent shall forthwith so notify the Company Borrower and the Lenders, whereupon each Eurodollar Rate Loan shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan and the obligations of the Lenders to make any Advance that accrues interest based on the LIBO Eurodollar Rate Loans or to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Company Borrower that the Required Requisite Lenders have determined (in their commercially reasonable credit judgment) that the circumstances causing such suspension no longer exist, which notice shall be given promptly following such determination. FurthermoreThereafter, the Borrower’s right to request, and the Lenders’ obligations, if any Advance is outstanding on the date of the Company’s receipt of the notice from the Administrative Agent referred any, to in this Section 3.01(h)(i), then on the last day of the Calculation Period (or the next succeeding Business Day if such day is not a Business Day), such Advance make Eurodollar Rate Loans shall accrue interest at the Base Rate plus the Applicable Margin as of such daybe restored.

Interest Rate Unascertainable, Inadequate or Unfair. If (i) In the event that (A) the Administrative Agent determines (in its commercially reasonable credit judgment) that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the LIBO Eurodollar Rate then being determined is to be fixed (including because the Reuters Screen is not available or published on a current basis); provided that no Benchmark Transition Event shall have occurred at such time or (Bii) the Required Requisite Lenders notify the Administrative Agent that the LIBO Eurodollar Rate for such Calculation any Interest Period (or, in respect of the Credit-Linked Deposit Return, the Initial Period or any calendar quarter) will not adequately and fairly reflect the cost to the Lenders (or Lender) and the Synthetic Investors of making or maintaining their Advances such Loans (or its Advanceof making, maintaining or receiving the corresponding Credit-Linked Deposits) for such Calculation Interest Period, Initial Period (determined in their commercially reasonable credit judgment)or calendar quarter, the Administrative Agent shall forthwith so notify the Company Borrower, the Synthetic Investors and the Lenders, whereupon each Eurodollar Rate Loan shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan and the obligations of the Lenders to make any Advance that accrues interest based on the LIBO Eurodollar Rate Loans or to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Company Borrower that the Required Requisite Lenders have determined (in their commercially reasonable credit judgment) that the circumstances causing such suspension no longer exist, which notice shall be given promptly following such determination. FurthermoreThereafter, the Borrower’s right to request, and the Lenders’ obligations, if any Advance is outstanding on the date of the Company’s receipt of the notice from the Administrative Agent referred any, to in this Section 3.01(h)(i), then on the last day of the Calculation Period (or the next succeeding Business Day if such day is not a Business Day), such Advance make Eurodollar Rate Loans shall accrue interest at the Base Rate plus the Applicable Margin as of such daybe restored.

Interest Rate Unascertainable, Inadequate or Unfair. (i) In Subject to Section 2.14(c), in the event that (Ai) the Administrative Agent reasonably determines (in its commercially reasonable credit judgment) that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the LIBO Rate Eurocurrency RateTerm SOFR then being determined is to be fixed (including because the Reuters Screen is not available or published on a current basis); provided that no Benchmark Transition Event shall have occurred at such time or (Bii) the Required Requisite Lenders reasonably determine and notify the Administrative Agent that the LIBO Rate Eurocurrency RateTerm SOFR for such Calculation any Interest Period will not adequately and fairly reflect the cost to the Lenders (or Lender) of making or maintaining their Advances (or its Advance) such Loans for such Calculation Period (determined in their commercially reasonable credit judgment)Interest Period, the Administrative Agent shall forthwith so notify the Company Borrower and the Lenders, whereupon each Eurocurrency RateSOFR Loan shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan, and the obligations of the Lenders to make any Advance that accrues interest based on the LIBO Eurocurrency RateSOFR Loans, or to convert Base Rate Loans into Eurocurrency RateSOFR Loans denominated in Dollars, shall be suspended until the Administrative Agent shall notify the Company Borrower that the Required Lenders have determined (in their commercially reasonable credit judgment) that the -the circumstances causing such suspension no longer exist. Furthermore, if any Advance is outstanding on the date of the Company’s receipt of the notice from the Administrative Agent referred to in this Section 3.01(h)(i), then on the last day of the Calculation Period (or the next succeeding Business Day if such day is not a Business Day), such Advance shall accrue interest at the Base Rate plus the Applicable Margin as of such day.

Interest Rate Unascertainable, Inadequate or Unfair. If (i) In the event that (A) the Administrative Agent determines (in its commercially reasonable credit judgment) that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the LIBO Eurodollar Rate then being determined is to be fixed (including because the Reuters Screen is not available or published on a current basis); provided that no Benchmark Transition Event shall have occurred at such time or (Bii) the Required Requisite Term Lenders notify the Administrative Agent that the LIBO Eurodollar Rate for such Calculation any Interest Period will not adequately and fairly reflect the cost to the Term Lenders (or Lender) of making or maintaining their Advances (or its Advance) such Term Loans for such Calculation Interest Period (determined in their commercially reasonable credit judgment)or calendar quarter, the Administrative Agent shall forthwith so notify the Company Term Borrower and the Term Lenders, whereupon each Eurodollar Rate Loan shall automatically, on the last day of the current Interest Period for such Term Loan, convert into a Base Rate Loan and the obligations of the Term Lenders to make any Advance that accrues interest based on the LIBO Eurodollar Rate Loans or to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Company Term Borrower that the Required Requisite Term Lenders have determined (in their commercially reasonable credit judgment) that the circumstances causing such suspension no longer exist, which notice shall be given promptly following such determination. FurthermoreThereafter, the Term Borrower’s right to request, and the Term Lenders’ obligations, if any Advance is outstanding on the date of the Company’s receipt of the notice from the Administrative Agent referred any, to in this Section 3.01(h)(i), then on the last day of the Calculation Period (or the next succeeding Business Day if such day is not a Business Day), such Advance make Eurodollar Rate Loans shall accrue interest at the Base Rate plus the Applicable Margin as of such daybe restored.

Interest Rate Unascertainable, Inadequate or Unfair. If (i) In the event that (A) the Administrative Agent determines (in its commercially reasonable credit judgment) that adequate and fair means do not exist for ascertaining (i) the applicable interest rates by reference Term SOFR Rate with respect to which any Term SOFR Rate Loan for such Interest Period (the LIBO “Affected Term SOFR Rate”), (ii) the Daily Simple SOFR Rate then being determined is with respect to be fixed any Daily Simple SOFR Rate Loan (including because the Reuters Screen is not available or published on a current basis“Affected Daily Simple SOFR Rate”); provided that no Benchmark Transition Event shall have occurred at such time , or (Bii) the Required Requisite Lenders notify the Administrative Agent that the LIBO Daily Simple SOFR Rate, or Term SOFR Rate for such Calculation Period any Interest Period, will not adequately and fairly reflect the cost to the Lenders (or Lender) of making or maintaining their Advances (or its Advance) for such Calculation Period (determined in their commercially reasonable credit judgment)Loans, the Administrative Agent shall forthwith so notify the Company Borrower and the Lenders, whereupon whereupon: each (i) Term SOFR Rate Loan the rate of interest applicable to which is based on the Affected Term SOFR Rate requested to be made on the first day of such Interest Period shall be made as Base Rate Loans and (ii) Daily Simple SOFR Rate Loan the rate of interest applicable to which is based on the Affected Daily Simple SOFR Rate shall be made as Base Rate Loans; and the obligations of the Lenders to make any Advance that accrues interest based on the LIBO Daily Simple SOFR Rate Loans or Term SOFR Rate Loans or to convert Base Rate Loans into Daily Simple SOFR Rate Loans or Term SOFR Rate Loans shall be suspended until the Administrative Agent shall notify the Company Borrower that the Required Requisite Lenders have determined (in their commercially reasonable credit judgment) that the circumstances causing such suspension no longer exist. Furthermore, if any Advance is outstanding on the date of the Company’s receipt of the notice from the Administrative Agent referred to in this Section 3.01(h)(i), then on the last day of the Calculation Period (or the next succeeding Business Day if such day is not a Business Day), such Advance shall accrue interest at the Base Rate plus the Applicable Margin as of such day.

Interest Rate Unascertainable, Inadequate or Unfair. (i) In the event that (A) the Administrative Agent determines (in its commercially reasonable credit judgment) that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the LIBO Rate then being determined is to be fixed (including because the Reuters Screen is not available or published on a current basis); provided that no Benchmark Transition Event shall have occurred at such time or (B) the Required Lenders notify the Administrative Agent that the LIBO Rate for such Calculation Period will not adequately and fairly reflect the cost to the Lenders (or Lender) of making or maintaining their Advances (or its Advance) for such Calculation Period (determined in their commercially reasonable credit judgment), the Administrative Agent shall forthwith so notify the Company and the LendersLenders (with a copy to the Collateral Agent), whereupon (x) any Request for Advance for the applicable Calculation Period shall be ineffective and (y) the obligations of the Lenders to make any Advance that accrues interest based on the LIBO Rate shall be suspended until the Administrative Agent shall notify the Company that the Required Lenders have determined (in their commercially reasonable credit judgment) that the circumstances causing such suspension no longer exist. Furthermore, if any Advance is outstanding on the date of the Company’s 's receipt of the notice from the Administrative Agent referred to in this Section 3.01(h)(i), then on the last day of the Calculation Period (or the next succeeding Business Day if such day is not a Business Day), such Advance shall accrue interest at the Base Rate plus the Applicable Margin as of such day.

Interest Rate Unascertainable, Inadequate or Unfair. (i) In the event that (Ai) the Administrative Agent determines (in its commercially reasonable credit judgment) that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the LIBO Eurocurrency Rate or EURIBOR Rate then being determined is to be fixed (including because the Reuters Screen is not available or published on a current basis); provided that no Benchmark Transition Event shall have occurred at such time or (Bii) the Required Requisite Lenders notify the Administrative Agent that the LIBO Eurocurrency Rate or EURIBOR Rate for such Calculation any Interest Period will not adequately and fairly reflect the cost to the Revolving Credit Lenders (or Lender) of making or maintaining their Advances (or its Advance) such Loans for such Calculation Period (determined in their commercially reasonable credit judgment)Interest Period, the Administrative Agent shall forthwith so notify the Company Borrower and the Revolving Credit Lenders, whereupon each Eurocurrency Rate Loan that is a Dollar Loan shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan, a Eurocurrency or EURIBOR Borrowing, shall be ineffective and such Borrowing shall be maintained or made, as applicable, at a rate determined in a customary manner in good faith by the Administrative Agent and the Borrower, and the obligations of the Revolving Credit Lenders to make any Advance that accrues interest based on the LIBO Eurocurrency Rate Loans or EURIBOR Rate Loans or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended until the Administrative Agent shall notify the Company Borrower that the Required Requisite Lenders have determined (in their commercially reasonable credit judgment) that the circumstances causing such suspension no longer exist. Furthermore, if any Advance is outstanding on the date of the Company’s receipt of the notice from the Administrative Agent referred to in this Section 3.01(h)(i), then on the last day of the Calculation Period (or the next succeeding Business Day if such day is not a Business Day), such Advance shall accrue interest at the Base Rate plus the Applicable Margin as of such day.AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION

Interest Rate Unascertainable, Inadequate or Unfair. (i) In the event that (Ai) the Administrative Agent determines (in its commercially reasonable credit judgment) that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the LIBO Adjusted Eurodollar Rate (or, as the case may be Adjusted Eurodollar Rate or Adjusted CD Rate), then being determined is to be fixed (including because the Reuters Screen is not available or published on a current basis); provided that no Benchmark Transition Event shall have occurred at such time or (Bii) the Required Requisite Lenders notify the Administrative Agent that the LIBO Adjusted Eurodollar Rate (or, as the case may be, Eurodollar Rate or Adjusted CD Rate) for such Calculation any Interest Period will not adequately and fairly reflect the cost to the Lenders (or Lender) and the Tranche B Investors of making or maintaining their Advances such Loans (or its Advanceof making, maintaining or receiving the corresponding deposits evidenced by the Tranche B CDs) for such Calculation Period (determined in their commercially reasonable credit judgment)Interest Period, the Administrative Agent shall forthwith so notify the Company Borrower and the Lenders, whereupon each Eurodollar Loan shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan and the obligations of the Lenders to make any Advance that accrues interest based on the LIBO Eurodollar Rate Loans or to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Company Borrower that the Required Requisite Lenders have determined (in their commercially reasonable credit judgment) that the circumstances causing such suspension no longer exist. Furthermore, if any Advance is outstanding on the date of the Company’s receipt of the notice from the Administrative Agent referred to in this Section 3.01(h)(i), then on the last day of the Calculation Period (or the next succeeding Business Day if such day is not a Business Day), such Advance shall accrue interest at the Base Rate plus the Applicable Margin as of such day.