Common use of Temporary Inability Clause in Contracts

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicable, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in this Section, the Administrative Agent, in consultation with the Company and the Required 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 Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a)(i) or clauses (b)(i) or (ii) of this Section, as applicable, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Company Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i)(A) of this Section, the Administrative Agent, in consultation with the Company Borrower and the Required Lenders 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 Impacted Loans until (1A) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a)(i) or clauses (b)(i) or (iia)(i)(A) of this Section, as applicable, (2B) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Company Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans Loans, or (3C) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company Borrower written notice thereof.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), ) and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Borrowing of (or conversion to) (i) with respect to Loans denominated in Dollars, Base Rate Loans in the amount specified thereintherein and (ii) with respect to Loans denominated in any Alternative Currency, Loans bearing interest at an alternative interest rate applicable to such Loans as may be established by the Administrative Agent, in consultation with the Company and the affected Lenders, that reflects the all-in-cost of funds to the affected Lenders. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i)(A) of this Sectionsection, the Administrative Agent, in consultation with the Company and the Required Lenders 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 Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a)(i) or clauses (b)(i) or (iia)(i)(A) of the first sentence of this Section, as applicablesection, (2) the Administrative Agent or the Required affected Lenders notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore London interbank Eurodollar market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Eurodollar Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Eurodollar Rate component of the Base Rate, the utilization of the Eurocurrency Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i)(A) of this Section, the Administrative Agent, in consultation with the Company and the Required Lenders 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 Impacted Loans until (1A) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a)(i) or clauses (b)(i) or (iia)(i)(A) of this Section, as applicable, (2B) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans Loans, or (3C) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore London interbank Eurodollar market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Eurodollar Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(Ai)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods), ) and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Eurodollar Rate component of the Base Rate, the utilization of the Eurocurrency Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Company Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i)(A) of this Section, the Administrative Agent, in consultation with the Company Borrower and the Required Lenders 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 Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a)(ia)(i)(A) or clauses (b)(i) or (ii) of the first sentence of this Section, as applicable, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Company Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company Borrower written notice thereof.

Temporary Inability. If prior to the commencement of any Interest Accrual Period for any EurocurrencyTerm Benchmark Borrowing of a Class or at any time for a RFR Borrowing or a Term CORRA Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (i) Except any Lender or Liquidity Bank shall have notified the Administrative Agent of a determination by such Lender or Liquidity Bank or any of its assignees or participants that it would be contrary to law or to the directive of any central bank or other governmental authority (whether or not having the force of law) to obtain such Affected Currency to fund any Advance; (ii) (A) in the case of circumstances described in Section 3.03(b)a EurocurrencyTerm Benchmark Borrowing, if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that shall have determined (1which determination shall be conclusive and binding upon the Borrower absent manifest error) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in that, by reason of circumstances affecting the applicable offshore relevant interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loanmarket, or (2) adequate and reasonable means do not exist for determining ascertaining the Eurocurrency Rate or Daily Floating LIBOR Adjusted EurocurrencyTerm Benchmark Rate for any requested the Affected Currency (including, without limitation, because the applicable Screen Rate is not available or published on a current basis) for such Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”)Accrual Period, or (B) in the case of a RFR Borrowing, the Administrative Agent determines that adequate and reasonable means do not exist for ascertaining the Daily Simple RFR for the Affected Currency, or (C) in the case of a Term CORRA Borrowing, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted Term CORRA (including, without limitation, because the applicable Screen Rate is not available or published on a current basis); or (iii) (A) in the case of a Eurocurrency Borrowing or a Term CORRABenchmark Borrowing, the Administrative Agent shall have received notice from the Required Lenders determine of such Class of Commitments that for any reason the Adjusted Eurocurrency Rate or Adjusted Term CORRABenchmark Rate, as applicable, for any requested the Affected Currency for such Interest Accrual Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does will not adequately and fairly reflect the cost to such Lenders of funding making or maintaining their respective Advances included in such Eurocurrency Rate Loan Borrowing for such Interest Accrual Period or Daily Floating LIBOR Rate Loan, as applicable(B) in the case of a RFR Borrowing, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicable, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in this Section, the Administrative Agent, in consultation with the Company and received notice from the Required Lenders may establish an alternative interest rate that the Daily Simple RFR for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a)(i) or clauses (b)(i) or (ii) of this Section, as applicable, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Company that such alternative interest rate does Affected Currency will not adequately and fairly reflect the cost to such Lenders of funding making or maintaining the Impacted Loans or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for Advances included in 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides RFR Borrowing; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and the Company written affected Lenders as promptly as practicable thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) if the Affected Currency is Dollars and any Notice of Borrowing requests a EurocurrencyTerm Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as a Base Rate Syndicated Borrowing and (ii) if the Affected Currency is an Agreed Foreign Currency, then either, at the Borrower’s election, (A) any Notice of Borrowing that requests a Eurocurrency Borrowing, Term CORRABenchmark Borrowing or RFR Borrowing denominated in the Affected Currency shall be ineffective, or (B) the EurocurrencyTerm Benchmark Rate for such EurocurrencyTerm Benchmark Borrowing, the Term CORRA for such Term CORRA Borrowing, or the Daily Simple RFR for such RFR Borrowing shall be a rate quoted as being representative of the cost to each Lender to fund its pro rata share of such Borrowing (from whatever source and using whatever representative methodologies as such Lender may select in its reasonable discretion), which each Lender shall provide to the Administrative Agent, and the Administrative Agent shall provide to the Borrower, within five (5) Business Days of the Borrower’s request to the Administrative Agent therefor; provided that any rate provided under this clause (B) shall expire, to the extent the Borrower has not elected to use such rate, on the date that is five (5) Business Days after the delivery by the Administrative Agent thereof.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each 118711003_9 case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicable, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. (ii) If the Administrative Agent or any Bid Loan Lender determines that for any reason in connection with any request for a Eurocurrency Margin Bid Loan that (x) deposits (whether in Dollars or an Alternative Currency or a Requested Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Margin Bid Loan, (y) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Margin Bid Loan (whether denominated in Dollars or an Alternative Currency or a Requested Currency) (in each case with respect to clauses (x) and (y) above, “Impacted Margin Bid Loans”), or (z) the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Margin Bid Loan does not adequately and fairly reflect the cost to such Lender of funding such Eurocurrency Margin Bid Loan, the Administrative Agent will promptly so notify the Company and each such Lender. Thereafter, the obligation of such Lenders to make or maintain Eurocurrency Margin Bid Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Margin Bid Loans or Interest Periods) until the Administrative Agent (upon the instruction of such Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of Eurocurrency Margin Bid Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Margin Bid Loans or Interest Periods). (iii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in this Section, the Administrative Agent, in consultation with the Company and the Required Lenders Lenders, in the case of Impacted Loans, and in consultation with the Company and the applicable Bid Loan Lender(s), in the case of Impacted Margin Bid Loans, may establish an alternative interest rate for the Impacted Loans and Impacted Margin Bid Loans, respectively, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans and Impacted Margin Bid Loans, as applicable, until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans or Impacted Margin Bid Loans, as applicable, under clauses (a)(i) or (ii) or clauses (b)(i) or (ii) of this Section, as applicable, (2) the 118711003_9 Administrative Agent or the Required Lenders Lenders, in the case of Impacted Loans, or the Administrative Agent or the Bid Loan Lender(s), in the case of Impacted Margin Bid Loans, notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans or Impacted Margin Bid Loans, as applicable, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.

Temporary Inability. IfSubject to Section 2.13(b), if prior to the commencement of any Interest Period for any EurocurrencyTerm Benchmark Borrowing of a Class or at any time for a RFR Borrowing (the Currency of such Borrowing herein called the (“Affected Currency”): (i) Except (A) in the case of circumstances described in Section 3.03(b)a EurocurrencyTerm Benchmark Borrowing, if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that shall have determined (1which determination shall be conclusive and binding upon the Borrower absent manifest error) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in that, by reason of circumstances affecting the applicable offshore relevant interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loanmarket, or (2) adequate and reasonable means do not exist for determining ascertaining the Eurocurrency Rate or Daily Floating LIBOR Adjusted EurocurrencyTerm Benchmark Rate for any requested the Affected Currency (including, without limitation, because the applicable Screen Rate is not available or published on a current basis) for such Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) in the case of a RFR Borrowing, the Administrative Agent or determines the Administrative Agent determinesshall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that adequate and reasonable means do not exist for ascertaining the Daily Simple RFR for the Affected Currency; or (ii) (A) in the case of a EurocurrencyTerm Benchmark Borrowing, the Administrative Agent shall have received notice from the Required Lenders determine of such Class of Commitments that for any reason the Eurocurrency Adjusted EurocurrencyTerm Benchmark Rate for any requested the Affected Currency for such Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does will not adequately and fairly reflect the cost to such Lenders of funding making or maintaining their respective Loans included in such Eurocurrency Rate Loan Borrowing for such Interest Period or Daily Floating LIBOR Rate Loan, as applicable(B) in the case of a RFR Borrowing, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of have received notice from the Required Lenders) revokes such notice. Upon receipt of such notice, Multicurrency Lenders that the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicable, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in this Section, the Administrative Agent, in consultation with the Company and the Required Lenders may establish an alternative interest rate Simple RFR for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a)(i) or clauses (b)(i) or (ii) of this Section, as applicable, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Company that such alternative interest rate does Affected Currency will not adequately and fairly reflect the cost to such Lenders of funding making or maintaining the Impacted Loans included in such RFR Borrowing;, then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and the affected Lenders as promptly as practicable thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a EurocurrencyTerm Benchmark Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing at the end of the applicable Interest Period, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a EurocurrencyTerm Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing and, (iii) if the Affected Currency is a Foreign Currency, then either, at the Borrower’s election other than Canadian Dollars, (A) any Borrowing Request that requests a EurocurrencyTerm Benchmark Borrowing or RFR Borrowing denominated in the Affected Currency shall be ineffective, or (B) the Eurocurrency Rate for such Eurocurrency Borrowing or the Daily Simple RFR for such RFR Borrowing shall be a rate quoted as being representative of the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing or RFR Borrowing, as applicable (from whatever 742026061 21680120750959138 21680120 source and using whatever representative methodologies as such Lender may select in its reasonable discretion), which each Lender shall provide to the Administrative Agent, and the Administrative Agent shall provide to the Borrower, within five (5) Business Days of the Borrower’s request to the Administrative Agent therefor; provided that any rate provided under this clause (B) shall expire, to the extent the Borrower has not elected to use such rate, on the date that is five (5) Business Days after the delivery by the Administrative Agent thereof.made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election shall either (1) be converted to a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) any Lender determines that any Law has made it unlawfulbe prepaid in full immediately in the case of an RFR Borrowing or, or that any Governmental Authority has asserted that it is unlawfulin the case of a Term Benchmark Borrowing, for 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 imposed material restrictions on at the authority of such Lender to do any end of the foregoing applicable Interest Period, and provides (iv) if the Affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Company written Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest Period; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice thereofor, in the case of a Term Benchmark Borrowing, the last day of the current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable.

Temporary Inability. (a) (i) Except in the case of circumstances described in Section 3.03(b), if ifIf in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (AAi) the Administrative Agent determines that (11A) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore offshoreLondon interbank Eurodollar market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (22B) (x) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (whether denominated in Dollars or an Alternative Currency) and (y) the circumstances described in Section 3.03(c)(i) do not apply (in each case with respect to this clause (a)(i)(A) above, “Impacted Loans”), or (BBii) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent upon the(or, in the case of a determination by the Required Lenders described in clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in this Section, the Administrative Agent, in consultation with the Company and the Required 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 Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a)(i) or clauses (b)(i) or (ii) of this Section, as applicable, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (Bb) the Administrative Agent Required Revolving Credit Lenders (in the case of the Revolving Credit Facility) or the Required Term Loan Lenders (in the case of the Term Loan Facility) determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required LendersRevolving Credit Lenders (in the case of the Revolving Credit Facility) or the Required Term Loan Lenders (in the case of the Term Loan Facility) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) under the appropriate Facility, or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in Dollars in the amount specified thereintherein (in the case of any request for a Borrowing of Eurocurrency Rate Loans) or a request for a conversion to Base Rate Loans in the amount specified therein (in the case of any request for a conversion to or continuation of Eurocurrency Rate Loans). (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i)(A) of this Section, the Administrative Agent, in consultation with the Company and the Required Lenders 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 Impacted Loans until (1A) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a)(i) or clauses (b)(i) or (iia)(i)(A) of this Section, as applicablein which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (2A) the Administrative Agent or revokes the notice delivered with respect to the Impacted Loans under clause (a)(i)(A) of this Section, (B) the Required Lenders notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans Loans, or (3C) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.

Temporary Inability. Subject to Section 2.13(c), if prior to the commencement of any Interest Period for any Term Benchmark Borrowing of a Class or at any time for a RFR Borrowing (the Currency of such Borrowing herein called the (“Affected Currency”)): (i) Except (A) in the case of circumstances described in Section 3.03(b)a Term Benchmark Borrowing, if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines shall have determined (which determination shall be conclusive and binding absent manifest error) that (1) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining ascertaining the Eurocurrency Benchmark for the Affected Currency (including, without limitation, because the applicable Screen Rate is not available or Daily Floating LIBOR Rate published on a current basis) for any requested such Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) in the case of a RFR Borrowing, the Administrative Agent or shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that adequate and reasonable means do not exist for ascertaining the Daily Simple RFR for the Affected Currency; or (ii) (A) in the case of a Term Benchmark Borrowing, the Administrative Agent shall have received notice from the Required Lenders determine of such Class of Commitments that the Benchmark for any reason the Eurocurrency Rate Affected Currency for any requested such Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does will not adequately and fairly reflect the cost to such Lenders of funding making or maintaining their respective Loans included in such Eurocurrency Rate Loan Borrowing for such Interest Period or Daily Floating LIBOR Rate Loan, as applicable(B) in the case of a RFR Borrowing, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of have received notice from the Required Lenders) revokes such notice. Upon receipt of such notice, Multicurrency Lenders that the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicable, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in this Section, the Administrative Agent, in consultation with the Company and the Required Lenders may establish an alternative interest rate Simple RFR for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a)(i) or clauses (b)(i) or (ii) of this Section, as applicable, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Company that such alternative interest rate does Affected Currency will not adequately and fairly reflect the cost to such Lenders of funding making or maintaining the Impacted Loans included in such RFR Borrowing; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and the affected Lenders as promptly as practicable thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term Benchmark Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing at the end of the applicable Interest Period, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing, (iii) if the Affected Currency is a Foreign Currency other than 767537780 77 Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election shall either (1) be converted to a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) any Lender determines that any Law has made it unlawfulbe prepaid in full immediately in the case of an RFR Borrowing or, or that any Governmental Authority has asserted that it is unlawfulin the case of a Term Benchmark Borrowing, for 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 imposed material restrictions on at the authority of such Lender to do any end of the foregoing applicable Interest Period, and provides (iv) if the Affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Company written Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest Period; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice thereofor, in the case of a Term Benchmark Borrowing, the last day of the current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate EurocurrencyTerm SOFR Loan or Daily Floating LIBOR an Alternative Currency Term Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) deposits (whether denominated in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate EurocurrencyTerm SOFR Loan or (y) for the applicable amount of such Daily Floating LIBOR Alternative Currency Term Rate Loan, or (2) adequate and reasonable means do not exist for determining Term SOFR or the Eurocurrency Rate or Daily Floating LIBOR Eurocurrencyapplicable Alternative Currency Term Rate for any requested Interest Period with respect to a proposed Eurocurrency EurocurrencyTerm SOFR Loan or Alternative Currency Term Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan), as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR or the Eurocurrency EurocurrencyAlternative Currency Term Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate EurocurrencyTerm SOFR Loan or the Daily Floating LIBOR Alternative Currency Term Rate with respect to a proposed Daily Floating LIBOR Rate Loan Loan, as applicable, does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate EurocurrencyTerm SOFR Loan or Daily Floating LIBOR Alternative Currency Term Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate EurocurrencyTerm SOFR Loans or Daily Floating LIBOR Alternative Currency Term Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Term SOFR Loans or Alternative Currency Term Rate Loans or Interest Periods), ) and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate RateTerm SOFR component of the Base Rate, the utilization of the Eurocurrency Rate RateTerm SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of any determination by the Required Lenders described in clause (a)(i)(B) above, until the Administrative Agent, upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company (or the applicable Designated Borrower) may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency EurocurrencyTerm SOFR Loans or Alternative Currency Term Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR EurocurrencyTerm SOFR Loans or Alternative Currency Term Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Borrowing of (or conversion to) (i) with respect to Loans denominated in Dollars, Base Rate Loans in the amount specified thereintherein and (ii) with respect to Loans denominated in any Alternative Currency, Loans bearing interest at an alternative interest rate applicable to such Loans as may be reasonably established by the Administrative Agent, in consultation with the Company and the affected Lenders, that reflects the all-in-cost of funds to the affected Lenders. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i)(A) of this Sectionsection, the Administrative Agent, in consultation with the Company and the Required Lenders 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 Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a)(i) or clauses (b)(i) or (iia)(i)(A) of the first sentence of this Section, as applicablesection, (2) the Administrative Agent or the Required affected Lenders notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of ​ ​ ​ funding the Impacted Loans Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.

Temporary Inability. Subject to clause (c) of this Section 2.12, if prior to the commencement of the Interest Period for any Adjusted Term SOFR Borrowing or at any time for any Daily Simple SOFR Borrowing: (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (1) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining ascertaining the Eurocurrency Rate or Daily Floating LIBOR Rate Benchmark for any requested such Loan and (if applicable) such Interest Period with respect to a proposed Eurocurrency Rate Loan Period; provided that no Benchmark Transition Event shall have occurred at such time; or (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (Bii) the Administrative Agent or is advised by the Required Lenders determine that the Benchmark for any reason the Eurocurrency Rate such Loan and (if applicable) for any requested such Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does will not adequately and fairly reflect the cost to such Lenders of funding making or maintaining their respective Loans included in such Eurocurrency Borrowing and, if applicable, such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or e-mail promptly thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (x) any obligation of such Lender (A) to make or continue SOFR Borrowings or (B) to convert ABR Borrowings to SOFR Borrowings shall be suspended, (y) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as, a SOFR Borrowing shall be ineffective and such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing and (z) if any Borrowing Request requests a SOFR Borrowing, such Borrowing shall be made as an ABR Borrowing. Furthermore, if any SOFR Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.12(a) with respect to the Benchmark applicable to such SOFR Loan, then (I) in the case of an Adjusted Term SOFR Loan, on the last day of the Interest Period applicable to such Loan and (II) in the case of a Daily Simple SOFR Loan, immediately, such Loan shall be converted by the Administrative Agent to, and shall constitute, an ABR Loan on such day. If the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Daily Simple SOFR or Adjusted Term SOFR cannot be determined pursuant to the applicable definition thereof, the Alternate Base Rate Loan shall be determined by the Administrative Agent without reference to clause (d) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination. Upon any such prepayment or Daily Floating LIBOR Rate Loanconversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders together with any additional amounts required pursuant to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicable, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified thereinSection 2.12. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in this Section, the Administrative Agent, in consultation with the Company and the Required 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 Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a)(i) or clauses (b)(i) or (ii) of this Section, as applicable, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company Toro and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Company Toro may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i)(A) of this Section, the Administrative Agent, in consultation with the Company Toro and the Required Lenders 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 Impacted Loans until (1A) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a)(i) or clauses (b)(i) or (iia)(i)(A) of this Section, as applicable, (2B) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Company Toro that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans Loans, or (3C) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company Toro written notice thereof.

Temporary Inability. Subject to Section 2.13(c), if prior to the commencement of any Interest Period for any Term Benchmark Borrowing of a Class or at any time for a RFR Borrowing (the Currency of such Borrowing herein called the (“Affected Currency”)): (i) Except (A) in the case of circumstances described in Section 3.03(b)a Term Benchmark Borrowing, if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines shall have determined (which determination shall be conclusive and binding absent manifest error) that (1) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining ascertaining the Eurocurrency Benchmark for the Affected Currency (including, without limitation, because the applicable Screen Rate is not available or Daily Floating LIBOR Rate published on a current basis) for any requested such Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) in the case of a RFR Borrowing, the Administrative Agent or shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that adequate and reasonable means do not exist for ascertaining the Daily Simple RFR for the Affected Currency; or (ii) (A) in the case of a Term Benchmark Borrowing, the Administrative Agent shall have received notice from the Required Lenders determine of such Class of Commitments that the Benchmark for any reason the Eurocurrency Rate Affected Currency for any requested such Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does will not adequately and fairly reflect the cost to such Lenders of funding making or maintaining their respective Loans included in such Eurocurrency Rate Loan Borrowing for such Interest Period or Daily Floating LIBOR Rate Loan, as applicable(B) in the case of a RFR Borrowing, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of have received notice from the Required Lenders) revokes such notice. Upon receipt of such notice, Multicurrency Lenders that the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicable, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in this Section, the Administrative Agent, in consultation with the Company and the Required Lenders may establish an alternative interest rate Simple RFR for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a)(i) or clauses (b)(i) or (ii) of this Section, as applicable, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Company that such alternative interest rate does Affected Currency will not adequately and fairly reflect the cost to such Lenders of funding making or maintaining the Impacted Loans included in such RFR Borrowing; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and the affected Lenders as promptly as practicable thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Syndicated Borrowing to, or the continuation of any Syndicated 767537780768227557 Borrowing as, a Term Benchmark Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicatedan ABR Borrowing at the end of the applicable Interest Period, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicatedan ABR Borrowing, (iii) if the Affected Currency is a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election shall either (1) be converted to a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into a Syndicatedan ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) any Lender determines that any Law has made it unlawfulbe prepaid in full immediately in the case of an RFR Borrowing or, or that any Governmental Authority has asserted that it is unlawfulin the case of a Term Benchmark Borrowing, for 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 imposed material restrictions on at the authority of such Lender to do any end of the foregoing applicable Interest Period, and provides (iv) if the Affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Company written Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest Period; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, (2) be converted into a Syndicatedan ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice thereofor, in the case of a Term Benchmark Borrowing, the last day of the current Interest Period for the applicable Term 767537780768227557 Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) deposits (whether in US Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in US Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(Aa)(1)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required affected Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required affected Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i)(A) of this Section, the Administrative Agent, in consultation with the Company and the Required Lenders 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 Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a)(i) or clauses (b)(i) or (iia)(1)(A) of the first sentence of this Section, as applicablesection, (2) the Administrative Agent or the Required affected Lenders notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Table of Contents 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.

Temporary Inability. If (x) prior to the commencement of the Interest Period for any Eurocurrency Borrowing or, if the then-current Benchmark is Adjusted Term SOFR, any SOFR Borrowing of a Class or (y) at any time for any RFR Borrowing or, if the then-current Benchmark is Daily Compounded SOFR, any SOFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that shall have determined (1which determination shall be conclusive and binding absent manifest error) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in that, by reason of circumstances affecting the applicable offshore relevant interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loanmarket, or (2) adequate and reasonable means do not exist for determining ascertaining the Eurocurrency Benchmark for the Affected Currency (including, without limitation, because the applicable Screen Rate is not available or Daily Floating LIBOR Rate published on a current basis) for any requested such Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as if applicable, or in connection with an existing or proposed Base Rate Loan ); or (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (Bii) the Administrative Agent or shall have received notice from the Required Lenders determine of such Class of Commitments that the Benchmark for any reason the Eurocurrency Rate Affected Currency for any requested such Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does (if applicable) will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their respective Loans included in such Eurocurrency Rate Loan or Daily Floating LIBOR Rate LoanBorrowing for such Interest Period (if applicable), as and, in each case, the provisions of Section 2.13(c) are not applicable, then the Administrative Agent will shall give notice thereof to the Borrower and the affected Lenders by telephone, telecopy or e-mail as promptly so as practicable thereafter. Until the Administrative Agent shall notify the Company Borrower and such Lenders that the circumstances giving rise to such notice no longer exist, (i) any obligation of such Lender (x) to make RFR Borrowings or, if the then-current Benchmark is Daily Compounded SOFR, SOFR Borrowings, (y) if the then-current Benchmark is Adjusted Term SOFR, to make or continue SOFR Borrowings or (z) to convert ABR Borrowings to SOFR Borrowings shall be suspended, (ii) any Interest Election Request that requests the conversion of any Eurocurrency Borrowing or SOFR Borrowing to, or the continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing or SOFR Borrowing denominated in the Affected Currency shall be ineffective and, in each Lender. Thereaftercase, unless prepaid, (x) if the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies Affected Currency is Dollars, such Syndicated Borrowing shall be suspended (to the extent of the affected Eurocurrency Rate Loanscontinued as, Daily Floating LIBOR Rate Loans or Interest Periods)converted to, and a Syndicated ABR Borrowing, (y) in if the event of Affected Currency is a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base RateForeign Currency (other than Canadian Dollars), the utilization of the Eurocurrency Rate component in determining the Base Rate such Borrowing shall be suspendedconverted to Dollars based on the Dollar Equivalent at such time and shall be an ABR Borrowing (and, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon Borrower’s receipt of such notice, notice from the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicable, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in this Section, the Administrative Agent, in consultation with the Company and the Required 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 Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a)(i) or clauses (b)(i) or (ii) of this Section, as applicable, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.Administrative

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b2.14(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) (a) deposits (whether in US Dollars or an Alternative any Designated Foreign Currency) are not being offered to banks in the applicable offshore London interbank Eurodollar market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (yb) in the case of a Singapore Dollar Enabled Revolving Loan, deposits in Singapore Dollars are not being offered to banks in the Singapore interbank market for the applicable amount and Interest Period of such Daily Floating LIBOR Rate LoanSingapore Dollar Enabled Loans, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate ABR Loan (in each case with respect to clause (a)(i)(Ai)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), ) and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Alternate Base Rate, the utilization of the Eurocurrency Rate component in determining the Alternate Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Company any Borrower may revoke any pending request for a Eurocurrency Borrowing of, or conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Borrowing of Base Rate ABR Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i)(A) of this Section, the Administrative Agent, in consultation with the Company and the Required Lenders 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 Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a)(ia)(i)(A) or clauses (b)(i) or (ii) of the first sentence of this Section, as applicable, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans Loans, or (3) any Lender determines that any Law law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.

Temporary Inability. Subject to clause (c) of this Section 2.12, if prior to the commencement of the Interest Period for any Adjusted Term SOFR Borrowing or at any time for any Daily Simple SOFR Borrowing: (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (1) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining ascertaining the Eurocurrency Rate or Daily Floating LIBOR Rate Benchmark for any requested such Loan and (if applicable) such Interest Period with respect to a proposed Eurocurrency Rate Loan Period; provided that no Benchmark Transition Event shall have occurred at such time; or (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (Bii) the Administrative Agent or is advised by the Required Lenders determine that the Benchmark for any reason the Eurocurrency Rate such Loan and (if applicable) for any requested such Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does will not adequately and fairly reflect the cost to such Lenders of funding making or maintaining their respective Loans included in such Eurocurrency Rate Borrowing and, if applicable, such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or e-mail promptly thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (x) any obligation of such Lender (A) to make or continue SOFR Borrowings or (B) to convert ABR Borrowings to SOFR Borrowings shall be suspended, (y) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as, a SOFR Borrowing shall be ineffective and such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing and (z) if any Borrowing Request requests a SOFR Borrowing, such Borrowing shall be made as an ABR Borrowing. Furthermore, if any SOFR Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.12(a) with respect to the Benchmark applicable to such SOFR Loan, then (I) ifin the then-current Benchmark iscase of an Adjusted Term SOFR Loan, on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day) and (II) ifin the then-current Benchmark iscase of a Daily Floating LIBOR Rate Simple SOFR Loan, immediately, such Loan shall be converted by the Administrative Agent to, and shall constitute, an ABR Loan on such day. If the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Daily Simple SOFR, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall Adjusted Term SOFR cannot be suspended (determined pursuant to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rateapplicable definition thereof, the utilization of the Eurocurrency Rate component in determining the Alternate Base Rate shall be suspended, in each case determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent (upon the instruction of the Required Lenders) revokes such noticedetermination. Upon receipt of any such noticeprepayment or conversion, the Company may revoke any pending request for a Borrowing of, conversion to Borrower shall also pay accrued interest on the amount so prepaid or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loansconverted, as applicable, in the affected currency or currencies (together with any additional amounts required pursuant to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicable, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified thereinSection 2.12. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in this Section, the Administrative Agent, in consultation with the Company and the Required 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 Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a)(i) or clauses (b)(i) or (ii) of this Section, as applicable, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.

Temporary Inability. If prior to the commencement of any Interest Period for any Eurocurrency Borrowing of a Class or at any time for a RFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (i) Except (A) in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereofBorrowing, (A) the Administrative Agent determines that (1) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in shall have determined that, by reason of circumstances affecting the applicable offshore relevant interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loanmarket, or (2) adequate and reasonable means do not exist for determining ascertaining the Adjusted Eurocurrency Rate for the Affected Currency (including, without limitation, because the applicable Screen Rate is not available or Daily Floating LIBOR Rate published on a current basis) for any requested such Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) in the case of a RFR Borrowing, the Administrative Agent or shall have determined that adequate and reasonable means do not exist for ascertaining the Daily Simple RFR (each determination under this clause (i) shall be made in good faith and shall be conclusive absent manifest error); or (ii) (A) in the case of a Eurocurrency Borrowing, the Administrative Agent shall have received notice from the Required Lenders determine of such Class of Commitments that for any reason the Adjusted Eurocurrency Rate for any requested the Affected Currency for such Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does will not adequately and fairly reflect the cost to such Lenders of funding making or maintaining their respective Loans included in such Eurocurrency Rate Loan Borrowing for such Interest Period or Daily Floating LIBOR Rate Loan, as applicable(B) in the case of a RFR Borrowing, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of have received notice from the Required Lenders) revokes such notice. Upon receipt of such notice, Multicurrency Lenders that the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicable, Simple RFR will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in this Section, the Administrative Agent, in consultation with the Company and the Required 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 Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a)(i) or clauses (b)(i) or (ii) of this Section, as applicable, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding making or maintaining the Impacted Loans or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for included in 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides RFR Borrowing; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and the Company written affected Lenders as soon as practicable thereafter identifying the relevant provision above. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Eurocurrency Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing and (iii) if the Affected Currency is a Foreign Currency, then either, at the Borrower’s election, (A), any Borrowing Request that requests a Eurocurrency Borrowing or RFR Borrowing denominated in the Affected Currency shall be ineffective, or (B) the Eurocurrency Rate for such Eurocurrency Borrowing or the Daily Simple RFR for such RFR Borrowing shall be a rate quoted as being representative of the cost to the Lenders of funding such Eurocurrency Borrowing or RFR Borrowing, as applicable (from whatever source and using whatever methodologies the Administrative Agent may select in its reasonable discretion), which the Administrative Agent shall provide to the Borrower within five (5) Business Days of the Borrower’s request to the Administrative Agent therefor; provided that any rate provided under this clause (B) shall expire, to the extent the Borrower has not elected to use such rate, on the date that is five (5) Business Days after the delivery by the Administrative Agent thereof.

Temporary Inability. Subject to Section 2.13(b), if prior to the commencement of any Interest Period for any Term Benchmark Borrowing of a Class or at any time for a RFR Borrowing (the Currency of such Borrowing herein called the (“Affected Currency”): (i) Except (A) in the case of circumstances described in Section 3.03(b)a Term Benchmark Borrowing, if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that (1) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining ascertaining the Eurocurrency Rate or Daily Floating LIBOR Adjusted Term Benchmark Rate for any requested the Affected Currency (including, without limitation, because the applicable Screen Rate is not available or published on a current basis) for such Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) in the case of a RFR Borrowing, the Administrative Agent or shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that adequate and reasonable means do not exist for ascertaining the Daily Simple RFR for the Affected Currency; or (ii) (A) in the case of a Term Benchmark Borrowing, the Administrative Agent shall have received notice from the Required Lenders determine of such Class of Commitments that for any reason the Eurocurrency Adjusted Term Benchmark Rate for any requested the Affected Currency for such Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does will not adequately and fairly reflect the cost to such Lenders of funding making or maintaining their respective Loans included in such Eurocurrency Rate Loan Borrowing for such Interest Period or Daily Floating LIBOR Rate Loan, as applicable(B) in the case of a RFR Borrowing, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of have received notice from the Required Lenders) revokes such notice. Upon receipt of such notice, Multicurrency Lenders that the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicable, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in this Section, the Administrative Agent, in consultation with the Company and the Required Lenders may establish an alternative interest rate Simple RFR for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a)(i) or clauses (b)(i) or (ii) of this Section, as applicable, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Company that such alternative interest rate does Affected Currency will not adequately and fairly reflect the cost to such Lenders of funding making or maintaining the Impacted Loans included in such RFR Borrowing; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and the affected Lenders as promptly as practicable thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term Benchmark Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing at the end of the applicable Interest Period, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing, (iii) if the Affected Currency is a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or 763013574 21680120763013574.7 RFR Borrowing denominated in the Affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election shall either (1) be converted to a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) any Lender determines that any Law has made it unlawfulbe prepaid in full immediately in the case of an RFR Borrowing or, or that any Governmental Authority has asserted that it is unlawfulin the case of a Term Benchmark Borrowing, for 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 imposed material restrictions on at the authority of such Lender to do any end of the foregoing applicable Interest Period, and provides (iv) if the Affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Company written Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest Period; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice thereofor, in the case of a Term Benchmark Borrowing, the last day of the current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore London interbank Eurodollar market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Eurodollar Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(Ai)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods), ) and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Eurodollar Rate component of the Base Rate, the utilization of the Eurocurrency Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Company Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i)(A) of this Section, the Administrative Agent, in consultation with the Company Borrower and the Required Lenders 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 Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a)(ia)(i)(A) or clauses (b)(i) or (ii) of the first sentence of this Section, as applicable, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Company Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company Borrower written notice thereof.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore London interbank Eurodollar market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Eurodollar Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended suspended, (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Eurodollar Rate component of the Base Rate, the utilization of the Eurocurrency Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Company Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i)(A) of this Section, the Administrative Agent, in consultation with the Company Borrower and the Required Lenders 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 Impacted Loans until (1A) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a)(i) or clauses (b)(i) or (ii) of this Section, as applicablea)(i)(A), (2B) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Company Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans Loans, or (3C) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company Borrower written notice thereof.

Temporary Inability. Subject to clause (c) of this Section 2.12, if prior to the commencement of the Interest Period for any Adjusted Term SOFR Borrowing or at any time for any Daily Simple SOFR Borrowing: (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (1) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining ascertaining the Eurocurrency Rate or Daily Floating LIBOR Rate Benchmark for any requested such Loan and (if applicable) such Interest Period with respect to a proposed Eurocurrency Rate Loan Period; provided that no Benchmark Transition Event shall have occurred at such time; or (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (Bii) the Administrative Agent or is advised by the Required Lenders determine that the Benchmark for any reason the Eurocurrency Rate for any requested such Loan and (if applicable) such Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does will not adequately and fairly reflect the cost to such Lenders of funding making or maintaining their respective Loans included in such Eurocurrency Borrowing and, if applicable, such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or e-mail promptly thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (x) any obligation of such Lender (A) to make or continue SOFR Borrowings or (B) to convert ABR Borrowings to SOFR Borrowings shall be suspended, (y) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as, a SOFR Borrowing shall be ineffective and such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing and (z) if any Borrowing Request requests a SOFR Borrowing, such Borrowing shall be made as an ABR Borrowing. Furthermore, if any SOFR Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.12(a) with respect to the Benchmark applicable to such SOFR Loan, then (I) in the case of an Adjusted Term SOFR Loan, on the last day of the Interest Period applicable to such Loan and (II) in the case of a Daily Simple SOFR Loan, immediately, such Loan shall be converted by the Administrative Agent to, and shall constitute, an ABR Loan on such day. If the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Daily Simple SOFR or Adjusted Term SOFR cannot be determined pursuant to the applicable definition thereof, the Alternate Base Rate Loan shall be determined by the Administrative Agent without reference to clause (d) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination. Upon any such prepayment or Daily Floating LIBOR Rate Loanconversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders together with any additional amounts required pursuant to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicable, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified thereinSection 2.12. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in this Section, the Administrative Agent, in consultation with the Company and the Required 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 Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a)(i) or clauses (b)(i) or (ii) of this Section, as applicable, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.

Temporary Inability. (i) Except in the case of circumstances described in Subject to Section 3.03(b2.13(b), if in connection with prior to the commencement of any request Interest Period for any Term Benchmark Borrowing of a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, Class (Athe Currency of such Borrowing herein called the “Affected Currency”): (i) the Administrative Agent determines shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that (1) deposits (whether in Dollars or an Alternative Currency) are the Term Benchmark Rate for the Affected Currency cannot being offered be determined pursuant to banks in the applicable offshore interbank market definition thereof for such currency for Interest Period; or 758047389 (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (Bii) the Administrative Agent or shall have received notice from the Required Lenders determine of such Class that for any reason the Eurocurrency Term Benchmark Rate for any requested the Affected Currency for such Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does will not adequately and fairly reflect the cost to such Lenders of funding making or maintaining their respective Loans included in such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, Borrowing for such Interest Period; then the Administrative Agent will shall give written notice thereof (or telephonic notice, promptly so confirmed in writing) to the Borrower and the affected Lenders as promptly as practicable thereafter. Until the Administrative Agent shall notify the Company Borrower and each Lender. Thereafterthe Lenders that the circumstances giving rise to such notice no longer exist, (xi) any Interest Election Request that requests the obligation conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term Benchmark Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing at the end of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans applicable Interest Period, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in the affected currency or currencies Dollars, such Borrowing shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods)made as a Syndicated ABR Borrowing, and (yiii) if the Affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in the event of Canadian Dollars shall be made as a determination described in the preceding sentence Term Benchmark Borrowing with respect a Term Benchmark Rate equal to the Eurocurrency Rate component of the Base Canadian Prime Rate; provided, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until that if the Administrative Agent determines (upon which determination shall be conclusive and binding absent manifest error) that the instruction of Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Required LendersBorrower’s election, shall either (1) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for be converted to a Term Benchmark Borrowing of, conversion to or continuation of Eurocurrency denominated in Canadian Dollars with a Term Benchmark Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (equal to the extent Canadian Prime Rate at the end of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or applicable Interest Periods) or, failing that and as applicable, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoingPeriod; provided that, if the Administrative Agent has made determines (which determination shall be conclusive and binding absent manifest error) that the determination described in this Section, the Administrative Agent, in consultation with the Company and the Required Lenders may establish an alternative interest rate for the Impacted Loans, in which caseCanadian Prime Rate cannot be determined, such alternative rate of interest Borrowing shall apply with respect be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Impacted Loans until (1Dollar Equivalent of such Affected Currency) at the Administrative Agent revokes end of the notice delivered with respect to the Impacted Loans under clauses (a)(i) or clauses (b)(i) or (ii) of this Section, as applicableapplicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Administrative Agent or Dollar Equivalent of such Affected Currency) at the Required Lenders notify end of the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans applicable Interest Period, or (3) any Lender determines be prepaid in full at the end of the applicable Interest Period; provided that any Law has if no election is made it unlawful, or by the Borrower by the date that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined three Business Days after receipt by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority Borrower of such Lender to do any notice or, in the case of a Term Benchmark Borrowing, the last day of the foregoing and provides current Interest Period for the Administrative Agent and applicable Term Benchmark Loan, if earlier, the Company written notice thereofBorrower shall be deemed to have elected clause (iii)(B)(1) above.

Temporary Inability. (a) (i) Except in the case of circumstances described in Section 3.03(b3.03(bc), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan or a conversion to or continuation thereof, as applicable, (AAi) the Administrative Agent determines that (11A) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore London interbank Eurodollar market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Eurodollar Rate Loan, or (22B) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a)(i)(A) above, “Impacted Loans”), or (BBii ) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Eurodollar Rate component of the Base Rate, the utilization of the Eurocurrency Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in this Section, the Administrative Agent, in consultation with the Company and the Required 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 Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a)(i) or clauses (b)(i) or (ii) of this Section, as applicable, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan or a conversion to or continuation thereof, thereof that (A) the Administrative Agent determines that (1) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore London interbank eurodollar market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Eurodollar Rate Loan, or (2B) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”)Loan, or (BC) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Eurodollar Rate Loan does not 56 adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods)suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Eurodollar Rate component of the Base Rate, the utilization of the Eurocurrency Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in under the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) appropriate Facility or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in this Section, the Administrative Agent, in consultation with the Company and the Required 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 Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a)(i) or clauses (b)(i) or (ii) of this Section, as applicable, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.

Temporary Inability. If (x) prior to the commencement of the Interest Period for any Eurocurrency Borrowing or, if the then-current Benchmark is Adjusted Term SOFR, any SOFR Borrowing of a Class or (y) at any time for any RFR Borrowing or, if the then-current Benchmark is Daily Compounded SOFR, any SOFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that shall have determined (1which determination shall be conclusive and binding absent manifest error) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in that, by reason of circumstances affecting the applicable offshore relevant interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loanmarket, or (2) adequate and reasonable means do not exist for determining ascertaining the Eurocurrency Benchmark for the Affected Currency (including, without limitation, because the applicable Screen Rate is not available or Daily Floating LIBOR Rate published on a current basis) for any requested such Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as if applicable, or in connection with an existing or proposed Base Rate Loan ); or (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (Bii) the Administrative Agent or shall have received notice from the Required Lenders determine of such Class of Commitments that the Benchmark for any reason the Eurocurrency Rate Affected Currency for any requested such Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does (if applicable) will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their respective Loans included in such Borrowing for such Interest Period (if applicable), and, in each case, the provisions of Section 2.13(c) are not applicable, then the Administrative Agent shall give notice thereof to the Borrower and the affected Lenders by telephone, telecopy or e-mail as promptly as practicable thereafter. Until the Administrative Agent shall notify the Borrower and such Lenders that the circumstances giving rise to such notice no longer exist, (i) any obligation of such Lender (x) to make RFR Borrowings or, if the then-current Benchmark is Daily Compounded SOFR, SOFR Borrowings, (y) if the then-current Benchmark is Adjusted Term SOFR, to make or continue SOFR Borrowings or (z) to convert ABR Borrowings to SOFR Borrowings shall be suspended, (ii) any Interest Election Request that requests the conversion of any Eurocurrency Borrowing or SOFR Borrowing to, or the continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing or SOFR Borrowing denominated in the Affected Currency shall be ineffective and, in each case, unless prepaid, (x) if the Affected Currency is Dollars, such Syndicated Borrowing shall be continued as, or converted to, a Syndicated ABR Borrowing and, (y) if the Affected Currency is a Foreign Currency (other than Canadian Dollars), such Borrowing shall be converted to Dollars based on the Dollar Equivalent at such time and shall be an ABR Borrowing (and, upon the Borrower’s receipt of notice from the Administrative Agent that the circumstances giving rise to the aforementioned notice no longer exist and with the Borrower’s consent (which may be given in its sole discretion), the resulting ABR Loan denominated in Dollars shall then be converted by the Administrative Agent to, and shall constitute, a Eurocurrency Loan denominated in such original Currency (in an amount equal to the Foreign Currency Equivalent of such Loan) on the day of such notice being given to the Borrower by the Administrative Agent), and (z) if the Affected Currency is Canadian Dollars, such Borrowing shall be continued as, or be converted to, a Borrowing at the Canadian Prime Rate, (iii) if the Affected Currency is Dollars, any Borrowing Request that requests a SOFR Borrowing denominated in the Affected Currency shall be made as an ABR Borrowing and, (iv) if the Affected Currency is a Foreign Currency (other than Canadian BUSINESS.29259741.231546920 Dollars), any Borrowing Request that requests a Eurocurrency Borrowing or an RFR Borrowing denominated in the Affected Currency shall be ineffective and (v) if the Affected Currency is Canadian Dollars, any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall be made at the Canadian Prime Rate. Furthermore, if any Eurocurrency Loan or SOFR Loan in any Currency is outstanding on the date of the Borrower’s receipt of the notice Administrative Agent referred to in this Section 2.13(a) with respect to the Benchmark applicable to such Eurocurrency Rate Loan or Daily Floating LIBOR Rate SOFR Loan, as applicablethen (1) if any such SOFR Loan is denominated in Dollars, on the last day of the Interest Period applicable to such Loan, such Loan shall be converted by the Administrative Agent to, and shall constitute, an ABR Loan denominated in Dollars on such day, (2) if any such Eurocurrency Loan is denominated in any Foreign Currency (other than Canadian Dollars), such Loan shall, on the last day of the Interest Period applicable to such Loan, at the Borrower’s election prior to such day: (A) be prepaid on such day or (B) be converted by the Administrative Agent to, and (subject to the remainder of this subclause (B)) shall constitute, an ABR Loan denominated in Dollars (in an amount equal to the Dollar Equivalent of such Loan) on such day (it being understood and agreed that if the Borrower does not so prepay such Loan on such day by 12:00 noon, New York City time, the Administrative Agent will promptly so notify is authorized to effect such conversion of such Eurocurrency Loan into an ABR Loan denominated in Dollars), and, in the Company case of this subclause (B), upon the Borrower’s receipt of notice from the Administrative Agent that the circumstances giving rise to the aforementioned notice no longer exist and each Lender. Thereafterwith the Borrower’s consent (which may be given in its sole discretion), such ABR Loan denominated in Dollars shall then be converted by the Administrative Agent to, and shall constitute, a Eurocurrency Loan denominated in such original Currency (in an amount equal to the Foreign Currency Equivalent of such Loan) on the day of such notice being given to the Borrower by the Administrative Agent, (x3) if any such Eurocurrency Loan is denominated in Canadian Dollars, such Loan shall, on the obligation last day of the Lenders Interest Period applicable to make such Loan, at the Borrower’s election prior to such day: (A) be prepaid on such day or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in (B) be converted by the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods)Administrative Agent to, and (ysubject to the remainder of this subclause (B)) shall constitute, a Eurocurrency Loan where the Eurocurrency Rate is equal to the Canadian Prime Rate (it being understood and agreed that if the Borrower does not so prepay such Loan on such day by 12:00 noon, New York City time, the Administrative Agent is authorized to effect such conversion of such Eurocurrency Loan into a Eurocurrency Loan where the Benchmark is equal to the Canadian Prime Rate, (4) if the then-current Benchmark is Adjusted Term SOFR, on the last day of the Interest Period applicable to any such SOFR Loan, such Loan shall be converted by the Administrative Agent to, and shall constitute, an ABR Loan denominated in Dollars on such day, or (45) if the event then-current Benchmark is Daily Compounded SOFR, immediately, such Loan shall be converted by the Administrative Agent to, and shall constitute, an ABR Loan denominated in Dollars on such day. Furthermore, if any RFR Loan is outstanding on the date of a determination described the Borrower’s receipt of the notice from the Administrative Agent referred to in the preceding sentence this Section 2.13(a) with respect to the Eurocurrency Rate component of Daily Simple RFR applicable to such RFR Loan, then such Loan shall, at the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall Borrower’s election prior to such day: (A) be suspended, in each case until prepaid on such day or (B) be converted by the Administrative Agent to, and (upon subject to the instruction remainder of this subclause (B)) shall constitute, an ABR Loan denominated in Dollars (in an amount equal to the Required Lenders) revokes such notice. Upon receipt Dollar Equivalent of such noticeLoan) on such day (it being understood and agreed that if the Borrower does not so prepay such Loan on such day by 12:00 noon, New York City time, the Company may revoke any pending request for a Borrowing ofAdministrative Agent is authorized to effect such conversion of such RFR Loan into an ABR Loan denominated in Dollars), conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicableand, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicable, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in this Section, the Administrative Agent, in consultation with the Company and the Required 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 Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a)(i) or clauses (b)(i) or (ii) of this Section, as applicable, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.case of

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(bsubsection 4.5(b), if in connection with any request for a Eurocurrency Loan, XXXXX Daily Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) deposits (whether denominated in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan or such XXXXX Daily Rate Loan, or (2) (x) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Loan, or the XXXXX Daily Rate or Daily Floating LIBOR Rate for any XXXXX Daily Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in subsection 4.5(b)(i)(A) do not apply, or (3) a fundamental change has occurred in the foreign exchange or interbank markets with respect to such Alternative Currency (including, without limitation, changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls) (in each case with respect to this clause (a)(i)(A) above), “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency), the Daily Floating LIBOR Rate with respect to a proposed any Daily Floating LIBOR Rate Loan or the XXXXX Daily Rate with respect to any Revolving Credit Loan in Sterling does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Loan, XXXXX Daily Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Loans, XXXXX Daily Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Loans, XXXXX Daily Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), ) and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of any determination by the Required Lenders described in clause (a)(i)(B) above, until the Administrative Agent, upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Company (or the applicable Designated Borrower) may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Loans, XXXXX Daily Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Loans, XXXXX Daily Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount specified thereintherein and (y) (A) any outstanding affected Eurocurrency Loans or Daily Floating LIBOR Rate Loans denominated in Dollars will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period and (B) any outstanding affected Eurocurrency Loans denominated in an Alternative Currency or any XXXXX Daily Rate Loans, at the Company’s election, shall either (1) be converted into a Borrowing of Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount of such outstanding XXXXX Daily Rate Loans (immediately) or Eurocurrency Loans (at the end of the applicable Interest Period) or (2) be prepaid in full (immediately, or at the end of the applicable Interest Period with respect to Eurocurrency Loans, as applicable); provided that if no election is made by the Company by the earlier of (X) the date that is three Business Days after receipt by the Company of such notice and (Y) the last day of the current Interest Period for the applicable Eurocurrency Loan, the Company shall be deemed to have elected clause (1) above. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i)(A) of this Sectionsection, the Administrative Agent, in consultation with the Company and the Required Lenders 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 Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a)(i) or clauses (b)(i) or (iia)(i)(A) of the first sentence of this Section, as applicablesection, (2) the Administrative Agent or the Required affected Lenders notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.

Temporary Inability. (a) (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan or a conversion to or continuation thereof, (AAi) the Administrative Agent determines that (11A) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore London interbank Eurodollar market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Eurodollar Rate Loan, or (22B) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a)(i)(A) above, “Impacted Loans”), or (BBii) the Administrative Agent or the Required affected Lenders determine that for any reason the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods), ) and (y) in the event of a determination 134956965_3 described in the preceding sentence with respect to the Eurocurrency Eurodollar Rate component of the Base Rate, the utilization of the Eurocurrency Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) affected Lenders revokes such notice. Upon receipt of such notice, the Company Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in this Section, the Administrative Agent, in consultation with the Company and the Required 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 Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a)(i) or clauses (b)(i) or (ii) of this Section, as applicable, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Committed Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Committed Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Committed Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Committed Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Committed Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Committed Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Committed Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Committed Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Committed Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. (ii) If the Administrative Agent or any Bid Loan Lender determines that for any reason in connection with any request for a Eurocurrency Margin Bid Loan that (x) deposits (whether in Dollars or an Alternative Currency or a Requested Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Margin Bid Loan, (y) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Margin Bid Loan (whether denominated in Dollars or an Alternative Currency or a Requested Currency) (in each case with respect to clauses (x) and (y) above, “Impacted Margin Bid Loans”), or (z) the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Margin Bid Loan does not adequately and fairly reflect the cost to such Lender of funding such Eurocurrency Margin Bid Loan, the Administrative Agent will promptly so notify the Company and each such Lender. Thereafter, the obligation of such Lenders to make or maintain Eurocurrency Margin Bid Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Margin Bid Loans or Interest Periods) until the Administrative Agent (upon the instruction of such Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of Eurocurrency Margin Bid Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Margin Bid Loans or Interest Periods). (iii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in this Sectionsection, the Administrative Agent, in consultation with the Company and the Required Lenders Lenders, in the case of Impacted Loans, and in consultation with the Company and the applicable Bid Loan Lender(s), in the case of Impacted Margin Bid Loans, may establish an alternative interest rate for the Impacted Loans and Impacted Margin Bid Loans, respectively, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans and Impacted Margin Bid Loans, as applicable, until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans or Impacted Margin Bid Loans, as applicable, under clauses (a)(i) or (ii) or clauses (b)(i) or (ii) of this Section, as applicable, (2) the Administrative Agent or the Required Lenders notify Lenders, in the case of Impacted Loans, or the Administrative Agent and or the Bid Loan Lender(s), in the case of Impacted Margin Bid Loans, notify the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans or Impacted Margin Bid Loans, as applicable, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.

Temporary Inability. If prior to the commencement of any Interest Accrual Period for any Eurocurrency Borrowing of a Class or at any time for a RFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (i) Except any Lender or Liquidity Bank shall have notified the Administrative Agent of a determination by such Lender or Liquidity Bank or any of its assignees or participants that it would be contrary to law or to the directive of any central bank or other governmental authority (whether or not having the force of law) to obtain such Affected Currency to fund any Advance; (ii) (A) in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereofBorrowing, (A) the Administrative Agent determines that shall have determined (1which determination shall be conclusive and binding upon the Borrower absent manifest error) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in that, by reason of circumstances affecting the applicable offshore relevant interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loanmarket, or (2) adequate and reasonable means do not exist for determining ascertaining the Adjusted Eurocurrency Rate for the Affected Currency (including, without limitation, because the applicable Screen Rate is not available or Daily Floating LIBOR Rate published on a current basis) for any requested such Interest Accrual Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) in the case of a RFR Borrowing, the Administrative Agent or determines that adequate and reasonable means do not exist for ascertaining the Daily Simple RFR for the Affected Currency; or (iii) (A) in the case of a Eurocurrency Borrowing, the Administrative Agent shall have received notice from the Required Lenders determine of such Class of Commitments that for any reason the Adjusted Eurocurrency Rate for any requested the Affected Currency for such Interest Accrual Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does will not adequately and fairly reflect the cost to such Lenders of funding making or maintaining their respective Advances included in such Eurocurrency Rate Loan Borrowing for such Interest Accrual Period or Daily Floating LIBOR Rate Loan, as applicable(B) in the case of a RFR Borrowing, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicable, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in this Section, the Administrative Agent, in consultation with the Company and received notice from the Required Lenders may establish an alternative interest rate that the Daily Simple RFR for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a)(i) or clauses (b)(i) or (ii) of this Section, as applicable, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Company that such alternative interest rate does Affected Currency will not adequately and fairly reflect the cost to such Lenders of funding making or maintaining the Impacted Loans or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for Advances included in 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides RFR Borrowing; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and the Company written affected Lenders as promptly as practicable thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) if the Affected Currency is Dollars and any Notice of Borrowing requests a Eurocurrency Borrowing denominated in Dollars, such Borrowing shall be made as a Base Rate Syndicated Borrowing and (ii) if the Affected Currency is an Agreed Foreign Currency, then either, at the Borrower’s election, (A) any Notice of Borrowing that requests a Eurocurrency Borrowing or RFR Borrowing denominated in the Affected Currency shall be ineffective, or (B) the Eurocurrency Rate for such Eurocurrency Borrowing or the Daily Simple RFR for such RFR Borrowing shall be a rate quoted as being representative of the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing or RFR Borrowing, as applicable (from whatever source and using whatever representative methodologies as such Lender may select in its reasonable discretion), which each Lender shall provide to the Administrative Agent, and the Administrative Agent shall provide to the Borrower, within five (5) Business Days of the Borrower’s request to the Administrative Agent therefor; provided that any rate provided under this clause (B) shall expire, to the extent the Borrower has not elected to use such rate, on the date that is five (5) Business Days after the delivery by the Administrative Agent thereof.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan or a conversion to or continuation thereof, (Aa) the Administrative Agent determines that (1i) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore London interbank eurodollar market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Eurodollar Rate Loan, or (2ii) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(Aa)(i) above, “Impacted Loans”), or (Bb) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods), ) and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Eurodollar Rate component of the Base Rate, the utilization of the Eurocurrency Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i) of this Section, the Administrative Agent, in consultation with the Company and the Required Lenders 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 Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a)(ia) or clauses (b)(i) or (ii) of the first sentence of this Section, as applicable, (2) the Administrative Agent or the Required affected Lenders notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore London interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Company Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i)(A) of this Section, the Administrative Agent, in consultation with the Company Borrower and the Required Lenders 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 Impacted Loans until (1A) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a)(i) or clauses (b)(i) or (iia)(i)(A) of this Section, as applicable, (2B) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Company Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans Loans, or (3C) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company Borrower written notice thereof.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore London interbank Eurodollar market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Eurodollar Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required affected Lenders determine that for any reason the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods), ) and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Eurodollar Rate component of the Base Rate, the utilization of the Eurocurrency Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) affected Lenders revokes such notice. Upon receipt of such notice, the Company Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in this Section, the Administrative Agent, in consultation with the Company and the Required 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 Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a)(i) or clauses (b)(i) or (ii) of this Section, as applicable, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) deposits (whether denominated in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan or (3) a fundamental change has occurred in the foreign exchange or interbank markets with respect to such Alternative Currency (including, without limitation, changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls) (in each case with respect to this clause (a)(i)(A) above), “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), ) and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of any determination by the Required Lenders described in clause (a)(i)(B) above, until the Administrative Agent, upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company Borrower may revoke any pending request for a Revolving Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.a (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i) of this SectionSection 3.03, the Administrative Agent, in consultation with the Company Borrower and the Required Lenders 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 Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a)(i) or clauses (b)(i) or (iia)(i)(A) of this Section, as applicableSection 3.03, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Company Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company Borrower written notice thereof.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Committed Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Committed Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Committed Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Committed Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Committed Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Committed Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Committed Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Committed Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Committed Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. (ii) If the Administrative Agent or any Bid Loan Lender determines that for any reason in connection with any request for a Eurocurrency Margin Bid Loan that (x) deposits (whether in Dollars or an Alternative Currency or a Requested Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Margin Bid Loan, (y) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Margin Bid Loan (whether denominated in Dollars or an Alternative Currency or a Requested Currency) (in each case with respect to clauses (x) and (y) above, “Impacted Margin Bid Loans”), or (z) the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Margin Bid Loan does not adequately and fairly reflect the cost to such Lender of funding such Eurocurrency Margin Bid Loan, the Administrative Agent will promptly so notify the Company and each such Lender. Thereafter, the obligation of such Lenders to make or maintain Eurocurrency Margin Bid Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Margin Bid Loans or Interest Periods) until the Administrative Agent (upon the instruction of such Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of Eurocurrency Margin Bid Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Margin Bid Loans or Interest Periods). (iii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in this Section, the Administrative Agent, in consultation with the Company and the Required Lenders Lenders, in the case of Impacted Loans, and in consultation with the Company and the applicable Bid Loan Lender(s), in the case of Impacted Margin Bid Loans, may establish an alternative interest rate for the Impacted Loans and Impacted Margin Bid Loans, respectively, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans and Impacted Margin Bid Loans, as applicable, until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans or Impacted Margin Bid Loans, as applicable, under clauses (a)(i) or (ii) or clauses (b)(i) or (ii) of this Section, as applicable, (2) the Administrative Agent or the Required Lenders Lenders, in the case of Impacted Loans, or the Administrative Agent or the Bid Loan Lender(s), in the case of Impacted Margin Bid Loans, notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans or Impacted Margin Bid Loans, as applicable, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) deposits (whether in US Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in US Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(Aa)(1)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required affected Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required affected Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i)(A) of this Section, the Administrative Agent, in consultation with the Company and the Required Lenders 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 Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a)(i) or clauses (b)(i) or (iia)(1)(A) of the first sentence of this Section, as applicablesection, (2) the Administrative Agent or the Required affected Lenders notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicable, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. (ii) If the Administrative Agent or any Bid Loan Lender determines that for any reason in connection with any request for a Eurocurrency Margin Bid Loan that (x) deposits (whether in Dollars or an Alternative Currency or a Requested Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Margin Bid Loan, (y) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Margin Bid Loan (whether denominated in Dollars or an Alternative Currency or a Requested Currency) (in each case with respect to clauses (x) and (y) above, “Impacted Margin Bid Loans”), or (z) the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Margin Bid Loan does not adequately and fairly reflect the cost to such Lender of funding such Eurocurrency Margin Bid Loan, the Administrative Agent will promptly so notify the Company and each such Lender. Thereafter, the obligation of such Lenders to make or maintain Eurocurrency Margin Bid Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Margin Bid Loans or Interest Periods) until the Administrative Agent (upon the instruction of such Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of Eurocurrency Margin Bid Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Margin Bid Loans or Interest Periods). (iii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in this Section, the Administrative Agent, in consultation with the Company and the Required Lenders Lenders, in the case of Impacted Loans, and in consultation with the Company and the applicable Bid Loan Lender(s), in the case of Impacted Margin Bid Loans, may establish an alternative interest rate for the Impacted Loans and Impacted Margin Bid Loans, respectively, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans and Impacted Margin Bid Loans, as applicable, until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans or Impacted Margin Bid Loans, as applicable, under clauses (a)(i) or (ii) or clauses (b)(i) or (ii) of this Section, as applicable, (2) the Administrative Agent or the Required Lenders Lenders, in the case of Impacted Loans, or the Administrative Agent or the Bid Loan Lender(s), in the case of Impacted Margin Bid Loans, notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans or Impacted Margin Bid Loans, as applicable, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) deposits (whether denominated in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), ) and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of any determination by the Required Lenders described in clause (a)(i)(B) above, until the ​ Administrative Agent, upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company (or the applicable Designated Borrower) may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Borrowing of (or conversion to) (i) with respect to Loans denominated in Dollars, Base Rate Loans in the amount specified therein.therein and (ii) with respect to Loans denominated in any Alternative Currency, Loans bearing interest at an alternative interest rate applicable to such Loans as may be reasonably established by the Administrative Agent, in consultation with the Company and the affected Lenders, that reflects the all-in-cost of funds to the affected Lenders. ​ (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i)(A) of this Sectionsection, the Administrative Agent, in consultation with the Company and the Required Lenders 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 Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a)(i) or clauses (b)(i) or (iia)(i)(A) of the first sentence of this Section, as applicablesection, (2) the Administrative Agent or the Required affected Lenders notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.. ​

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) deposits (whether denominated in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), ) and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of any determination by the Required Lenders described in clause (a)(i)(B) above, until the Administrative Agent, upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company (or the applicable Designated Borrower) may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Borrowing of (or conversion to) (i) with respect to Loans denominated in Dollars, Base Rate Loans in the amount specified thereintherein and (ii) with respect to Loans denominated in any Alternative Currency, Loans bearing interest at an alternative interest rate applicable to such Loans as may be reasonably established by the Administrative Agent, in consultation with the Company and the affected Lenders, that reflects the all-in-cost of funds to the affected Lenders. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i)(A) of this Sectionsection, the Administrative Agent, in consultation with the Company and the Required Lenders 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 Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a)(i) or clauses (b)(i) or (iia)(i)(A) of the first sentence of this Section, as applicablesection, (2) the Administrative Agent or the Required affected Lenders notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore London interbank Eurodollar market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Eurodollar Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a)(i)(A) above), “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Eurodollar Rate component of the Base Rate, the utilization of the Eurocurrency Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Company Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i)(A) of this Section, the Administrative Agent, in consultation with the Company Borrower and the Required Lenders 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 Impacted Loans until (1A) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a)(i) or clauses (b)(i) or (iia)(i)(A) of this Section, as applicable, (2B) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Company Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans Loans, or (3C) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company Borrower written notice thereof.

Temporary Inability. If prior to the commencement of any Interest Period for any Eurocurrency Borrowing of a Class or at any time for a RFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (i) Except (A) in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereofBorrowing, (A) the Administrative Agent determines that shall have determined (1which determination shall be conclusive and binding upon the Borrower absent manifest error) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in that, by reason of circumstances affecting the applicable offshore relevant interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loanmarket, or (2) adequate and reasonable means do not exist for determining ascertaining the Adjusted Eurocurrency Rate for the Affected Currency (including, without limitation, because the applicable Screen Rate is not available or Daily Floating LIBOR Rate published on a current basis) for any requested such Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) in the case of a RFR Borrowing, the Administrative Agent or 742026061 21680120 determines the Administrative Agent determines that adequate and reasonable means do not exist for ascertaining the Daily Simple RFR for the Affected Currency; or (ii) (A) in the case of a Eurocurrency Borrowing, the Administrative Agent shall have received notice from the Required Lenders determine of such Class of Commitments that for any reason the Adjusted Eurocurrency Rate for any requested the Affected Currency for such Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does will not adequately and fairly reflect the cost to such Lenders of funding making or maintaining their respective Loans included in such Eurocurrency Rate Loan Borrowing for such Interest Period or Daily Floating LIBOR Rate Loan, as applicable(B) in the case of a RFR Borrowing, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of have received notice from the Required Lenders) revokes such notice. Upon receipt of such notice, Multicurrency Lenders that the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicable, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in this Section, the Administrative Agent, in consultation with the Company and the Required Lenders may establish an alternative interest rate Simple RFR for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a)(i) or clauses (b)(i) or (ii) of this Section, as applicable, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Company that such alternative interest rate does Affected Currency will not adequately and fairly reflect the cost to such Lenders of funding making or maintaining the Impacted Loans or (3) any Lender determines that any Law has made it unlawfulincluded in such RFR Borrowing;, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and the Company written affected Lenders as promptly as practicable thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Eurocurrency Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing and (iii) if the Affected Currency is a Foreign Currency, then either, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing or RFR Borrowing denominated in the Affected Currency shall be ineffective, or (B) the Eurocurrency Rate for such Eurocurrency Borrowing or the Daily Simple RFR for such RFR Borrowing shall be a rate quoted as being representative of the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing or RFR Borrowing, as applicable (from whatever source and using whatever representative methodologies as such Lender may select in its reasonable discretion), which each Lender shall provide to the Administrative Agent, and the Administrative Agent shall provide to the Borrower, within five (5) Business Days of the Borrower’s request to the Administrative Agent therefor; provided that any rate provided under this clause (B) shall expire, to the extent the Borrower has not elected to use such rate, on the date that is five (5) Business Days after the delivery by the Administrative Agent thereof.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore London interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Company Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i)(A) of this Section, the Administrative Agent, in consultation with the Company Borrower and the Required Lenders 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 Impacted Loans until (1A) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a)(i) or clauses (b)(i) or (iia)(i)(A) of this Section, as applicable, (2B) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Company Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans Loans, or (3C) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company Borrower written notice thereof.

Temporary Inability. Subject to Section 2.13(c), if prior to the commencement of any Interest Period for any Term Benchmark Borrowing of a Class or at any time for a RFR Borrowing (the Currency of such Borrowing herein called the (“Affected Currency”)): (i) Except (A) in the case of circumstances described in Section 3.03(b)a Term Benchmark Borrowing, if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines shall have determined (which determination shall be conclusive and binding absent manifest error) that (1) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining ascertaining the Eurocurrency Benchmark for the Affected Currency (including, without limitation, because the applicable Screen Rate is not available or Daily Floating LIBOR Rate published on a current basis) for any requested such Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) in the case of a RFR Borrowing, the Administrative Agent or shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that adequate and reasonable means do not exist for ascertaining the Daily Simple RFR for the Affected Currency; or (ii) (A) in the case of a Term Benchmark Borrowing, the Administrative Agent shall have received notice from the Required Lenders determine of such Class of Commitments that the Benchmark for any reason the Eurocurrency Rate Affected Currency for any requested such Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does will not adequately and fairly reflect the cost to such Lenders of funding making or maintaining their respective Loans included in such Eurocurrency Rate Loan Borrowing for such Interest Period or Daily Floating LIBOR Rate Loan, as applicable(B) in the case of a RFR Borrowing, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of have received notice from the Required Lenders) revokes such notice. Upon receipt of such notice, Multicurrency Lenders that the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicable, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in this Section, the Administrative Agent, in consultation with the Company and the Required Lenders may establish an alternative interest rate Simple RFR for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a)(i) or clauses (b)(i) or (ii) of this Section, as applicable, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Company that such alternative interest rate does Affected Currency will not adequately and fairly reflect the cost to such Lenders of funding making or maintaining the Impacted Loans included in such RFR Borrowing; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and the affected Lenders as promptly as practicable thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term Benchmark Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing at the end of the applicable Interest Period, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing, (iii) if the Affected Currency is a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election shall either (1) be converted to a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) any Lender determines that any Law has made it unlawfulbe prepaid in full immediately in the case of an RFR Borrowing or, or that any Governmental Authority has asserted that it is unlawfulin the case of a Term Benchmark Borrowing, for 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 imposed material restrictions on at the authority of such Lender to do any end of the foregoing applicable Interest Period, and provides (iv) if the Affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Company written Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest Period; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice thereofor, in the case of a Term Benchmark Borrowing, the last day of the current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable.

Temporary Inability. If (x) prior to the commencement of the Interest Period for any Eurocurrency Borrowing or, if the then-current Benchmark is Adjusted Term SOFR, any SOFR Borrowing of a Class or (y) at any time for any RFR Borrowing or, if the then-current Benchmark is Daily Compounded SOFR, any SOFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that shall have determined (1which determination shall be conclusive and binding absent manifest error) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in that, by reason of circumstances affecting the applicable offshore relevant interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loanmarket, or (2) adequate and reasonable means do not exist for determining ascertaining the Eurocurrency Benchmark for the Affected Currency (including, without limitation, because the applicable Screen Rate is not available or Daily Floating LIBOR Rate published on a current basis) for any requested such Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as if applicable, or in connection with an existing or proposed Base Rate Loan ); or (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (Bii) the Administrative Agent or shall have received notice from the Required Lenders determine of such Class of Commitments that the Benchmark for any reason the Eurocurrency Rate Affected Currency for any requested such Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does (if applicable) will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their respective Loans included in such Borrowing for such Interest Period (if applicable), and, in each case, the provisions of Section 2.13(c) are not applicable, then the Administrative Agent shall give notice thereof to the Borrower and the affected Lenders by telephone, telecopy or e-mail as promptly as practicable thereafter. Until the Administrative Agent shall notify the Borrower and such Lenders that the circumstances giving rise to such notice no longer exist, (i) any obligation of such Lender (x) to make RFR Borrowings or, if the then-current Benchmark is Daily Compounded SOFR, SOFR Borrowings, (y) if the then-current Benchmark is Adjusted Term SOFR, to make or continue SOFR Borrowings or (z) to convert ABR Borrowings to SOFR Borrowings shall be suspended, (ii) any Interest Election Request that requests the conversion of any Eurocurrency Borrowing or SOFR Borrowing to, or the continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing or SOFR Borrowing denominated in the Affected Currency shall be ineffective and, in each case, unless prepaid, (x) if the Affected Currency is Dollars, such Syndicated Borrowing shall be continued as, or converted to, a Syndicated ABR Borrowing and (y) if the Affected Currency is a Foreign Currency, such Borrowing shall be converted to Dollars based on the Dollar Equivalent at such time and shall be an ABR Borrowing (and, upon the Borrower’s receipt of notice from the Administrative Agent that the circumstances giving rise to the aforementioned notice no longer exist and with the Borrower’s consent (which may be given in its sole discretion), the resulting ABR Loan denominated in Dollars shall then be converted by the Administrative Agent to, and shall constitute, a Eurocurrency Loan denominated in such original Currency (in an amount equal to the Foreign Currency Equivalent of such Loan) on the day of such notice being given to the Borrower by the Administrative Agent), (iii) if the Affected Currency is Dollars, any Borrowing Request that requests a Eurocurrency Borrowing or SOFR Borrowing denominated in the Affected Currency shall be made as an ABR Borrowing and (iv) if the Affected Currency is a Foreign Currency, any Borrowing Request that requests a Eurocurrency Borrowing or an RFR Borrowing denominated in the Affected Currency shall be ineffective. Furthermore, if any Eurocurrency Loan or SOFR Loan in any Currency is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.13(a) with respect to the Benchmark applicable to such Eurocurrency Rate Loan or SOFR Loan, then (1) if any such Eurocurrency Loan is denominated in Dollars, on the last day of the Interest Period applicable to such Loan, such Loan shall be converted by the Administrative Agent to, and shall constitute, an ABR Loan denominated in Dollars on such day, (2) if any such Eurocurrency Loan is denominated in any Foreign Currency, such Loan shall, on the last day of the Interest Period applicable to such Loan, at the Borrower’s election prior to such day: (A) be prepaid on such day or (B) be converted by the Administrative Agent to, and (subject to the remainder of this subclause (B)) shall constitute, an ABR Loan denominated in Dollars (in an amount equal to the Dollar Equivalent of such Loan) on such day (it being understood and agreed that if the Borrower does not so prepay such Loan on such day by 12:00 noon, New York City time, the Administrative Agent is authorized to effect such conversion of such Eurocurrency Loan into an ABR Loan denominated in Dollars), and, in the case of this subclause (B), upon the Borrower’s receipt of notice from the Administrative Agent that the circumstances giving rise to the aforementioned notice no longer exist and with the Borrower’s consent (which may be given in its sole discretion), such ABR Loan denominated in Dollars shall then be converted by the Administrative Agent to, and shall constitute, a Eurocurrency Loan denominated in such original Currency (in an amount equal to the Foreign Currency Equivalent of such Loan) on the day of such notice being given to the Borrower by the Administrative Agent, (3) if the then-current Benchmark is Adjusted Term SOFR, on the last day of the Interest Period applicable to any such SOFR Loan, such Loan shall be converted by the Administrative Agent to, and shall constitute, an ABR Loan denominated in Dollars on such day or (4) if the then-current Benchmark is Daily Floating LIBOR Rate Compounded SOFR, immediately, such Loan shall be converted by the Administrative Agent to, and shall constitute, an ABR Loan denominated in Dollars on such day. Furthermore, if any RFR Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.13(a) with respect to the Daily Simple RFR applicable to such RFR Loan, then such Loan shall, at the Borrower’s election prior to such day: (A) be prepaid on such day or (B) be converted by the Administrative Agent to, and (subject to the remainder of this subclause (B)) shall constitute, an ABR Loan denominated in Dollars (in an amount equal to the Dollar Equivalent of such Loan) on such day (it being understood and agreed that if the Borrower does not so prepay such Loan on such day by 12:00 noon, New York City time, the Administrative Agent is authorized to effect such conversion of such RFR Loan into an ABR Loan denominated in Dollars), and, in the case of this subclause (B), upon the Borrower’s receipt of notice from the Administrative Agent that the circumstances giving rise to the aforementioned notice no longer exist and with the Borrower’s consent (which may be given in its sole discretion), such ABR Loan denominated in Dollars shall then be converted by the Administrative Agent to, and shall constitute, an RFR Loan (in an amount equal to the Foreign Currency Equivalent of such Loan) on the day of such notice being given to the Borrower by the Administrative Agent. If the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Daily Compounded SOFR or Adjusted Term SOFR, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall cannot be suspended (determined pursuant to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rateapplicable definition thereof, the utilization of the Eurocurrency Rate component in determining the Alternate Base Rate shall be suspended, in each case determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent (upon the instruction of the Required Lenders) revokes such noticedetermination. Upon receipt of any such noticeprepayment or conversion, the Company may revoke any pending request for a Borrowing of, conversion to Borrower shall also pay accrued interest on the amount so prepaid or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loansconverted, as applicable, in the affected currency or currencies (together with any additional amounts required pursuant to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicable, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified thereinSection 2.13. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in this Section, the Administrative Agent, in consultation with the Company and the Required 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 Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a)(i) or clauses (b)(i) or (ii) of this Section, as applicable, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.

Temporary Inability. (i) Except in the case of circumstances described in Subject to Section 3.03(b2.13(b), if in connection with prior to the commencement of any request Interest Period for any Term Benchmark Borrowing of a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, Class (Athe Currency of such Borrowing herein called the “Affected Currency”): (i) the Administrative Agent determines shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that (1) deposits (whether in Dollars or an Alternative Currency) are the Term Benchmark Rate for the Affected Currency cannot being offered be determined pursuant to banks in the applicable offshore interbank market definition thereof for such currency for Interest Period; or (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (Bii) the Administrative Agent or shall have received notice from the Required Lenders determine of such Class that for any reason the Eurocurrency Term Benchmark Rate for any requested the Affected Currency for such Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does will not adequately and fairly reflect the cost to such Lenders of funding making or maintaining their respective Loans included in such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, Borrowing for such Interest Period; then the Administrative Agent will shall give written notice thereof (or telephonic notice, promptly so confirmed in writing) to the Borrower and the affected Lenders as promptly as practicable thereafter. Until the Administrative Agent shall notify the Company Borrower and each Lender. Thereafterthe Lenders that the circumstances giving rise to such notice no longer exist, (xi) any Interest Election Request that requests the obligation conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term Benchmark Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing at the end of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans applicable Interest Period, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in the affected currency or currencies Dollars, such Borrowing shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods)made as a Syndicated ABR Borrowing, and (yiii) if the Affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in the event of Canadian Dollars shall be made as a determination described in the preceding sentence Term Benchmark Borrowing with respect a Term Benchmark Rate equal to the Eurocurrency Rate component of the Base Canadian Prime Rate; provided, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until that if the Administrative Agent determines (upon which determination shall be conclusive and binding absent manifest error) that the instruction of Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Required LendersBorrower’s election, shall either (1) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for be converted to a Term Benchmark Borrowing of, conversion to or continuation of Eurocurrency denominated in Canadian Dollars with a Term Benchmark Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (equal to the extent Canadian Prime Rate at the end of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or applicable Interest Periods) or, failing that and as applicable, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoingPeriod; provided that, if the Administrative Agent has made determines (which determination shall be conclusive and binding absent manifest error) that the determination described in this Section, the Administrative Agent, in consultation with the Company and the Required Lenders may establish an alternative interest rate for the Impacted Loans, in which caseCanadian Prime Rate cannot be determined, such alternative rate of interest Borrowing shall apply with respect be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Impacted Loans until (1Dollar Equivalent of such Affected Currency) at the Administrative Agent revokes end of the notice delivered with respect to the Impacted Loans under clauses (a)(i) or clauses (b)(i) or (ii) of this Section, as applicableapplicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Administrative Agent or Dollar Equivalent of such Affected Currency) at the Required Lenders notify end of the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans applicable Interest Period, or (3) any Lender determines be prepaid in full at the end of the applicable Interest Period; provided that any Law has if no election is made it unlawful, or by the Borrower by the date that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined three Business Days after receipt by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority Borrower of such Lender to do any notice or, in the case of a Term Benchmark Borrowing, the last day of the foregoing and provides current Interest Period for the Administrative Agent and applicable Term Benchmark Loan, if earlier, the Company written notice thereofBorrower shall be deemed to have elected clause (iii)(B)(1) above.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore London interbank Eurodollar market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Eurodollar Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required affected Lenders determine that for any reason the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods), ) and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Eurodollar Rate component of the Base Rate, the utilization of the Eurocurrency Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) affected Lenders revokes such notice. Upon receipt of such notice, the Company Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to 103167989_7 the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i)(A) of this Section, the Administrative Agent, in consultation with the Company Borrower and the Required Lenders 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 Impacted Loans until (1A) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a)(i) or clauses (b)(i) or (iia)(i)(A) of this Section, as applicable, (2B) the Administrative Agent or the Required affected Lenders notify the Administrative Agent and the Company Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans Loans, or (3C) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for 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 imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company Borrower written notice thereof.