Common use of Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR Clause in Contracts

Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) In the event, prior to the first day of any Interest Period for any Borrowing of LIBOR Rate Loans: (i) the Administrative Agent determines that deposits in Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or (ii) the Required Lenders advise the Administrative Agent that (A) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their LIBOR Rate Loans for such Interest Period or (B) that the making or funding of LIBOR Rate Loans become impracticable, then the Administrative Agent shall forthwith give written notice thereof to the Borrowers and the Lenders (which shall be conclusive and binding on the Borrowers and the Lenders), and (x) any request for LIBOR Rate Loans or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (y) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (z) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended until the Administrative Agent determines that the circumstances giving rise to such suspension no longer exist, in which event the Administrative Agent shall so notify the Borrowers and the Lenders. (b) In the event Administrative Agent shall determine (which determination shall be deemed presumptively correct absent manifest error) that: (i) the circumstances set forth in Section 2.16(a) have arisen and such circumstances are unlikely to be temporary; (ii) a public statement or publication of information (A) by or on behalf of the administrator of LIBOR, or by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over the administrator of LIBOR, in each case, which states that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR; (B) by the administrator of LIBOR that it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy, or (C) by the regulatory supervisor for the administrator of LIBOR or any Governmental Authority having jurisdiction over the Administrative Agent announcing that LIBOR is no longer representative or may no longer be used; (iii) a LIBOR Rate is not published by the administrator for five (5) consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for the administrator of LIBOR; or (iv) a new index rate has become a widely-recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars in the U.S. market; then, Administrative Agent may, in consultation with the Borrowers, amend this Agreement as described below to replace LIBOR with an alternative benchmark rate, and to modify the applicable margins and make other related amendments, in each case giving due consideration to any evolving or then existing convention for similar U.S. Dollar denominated credit facilities, or any selection, endorsement or recommendation by a relevant governmental body with respect to such facilities. The Administrative Agent shall provide notice to the Borrowers and enter into an amendment of this Agreement to reflect the replacement index, adjusted margins and such other related amendments as may be appropriate, in the sole discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate; provided, however, any amendment that would have the effect of increasing the L/C Participation Fee shall require the consent of the Borrowers. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents (including, without limitation, Section 11.2), such amendment shall become effective without any further action or consent of any other party to this Agreement on the fifth (5th) Business Day after the date that a draft of the amendment is provided to the Lenders, unless the Administrative Agent receives, on or before such fifth (5th) Business Day, a written notice from the Required Lenders stating that such Lenders object to such amendment. For the avoidance of doubt, following the date when a determination is made pursuant to subsection (b)(i) above and until a replacement index has been selected and implemented in accordance with the terms and conditions of subsection (b)(ii) above, all Loans shall accrue interest at, and the interest rate shall be, the Base Rate. (c) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, then at such times, such index shall be deemed to be zero for purposes of this Agreement.

Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) In the event, If on or prior to the first day of any Interest Period for any Borrowing of LIBOR Rate Eurodollar Loans: (ia) the Administrative Agent in good faith determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or (iib) the Required Lenders in good faith advise the Administrative Agent that (Ai) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their LIBOR Rate Eurodollar Loans for such Interest Period or (Bii) that the making or funding of LIBOR Rate Eurodollar Loans become becomes impracticable, then the Administrative Agent shall forthwith give written notice thereof to the Borrowers and the Lenders (which shall be conclusive and binding on the Borrowers Borrower and the Lenders), and (x) any request for LIBOR Rate Loans or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (y) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (z) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended whereupon until the Administrative Agent determines notifies the Borrower that the circumstances giving rise to such suspension no longer exist, in which event the obligations of the Lenders to make Eurodollar Loans shall be suspended. If at any time the Administrative Agent shall so notify the Borrowers and the Lenders. (b) In the event Administrative Agent shall determine determines (which determination shall be deemed presumptively correct conclusive absent manifest error) that: that (i) the circumstances set forth in Section 2.16(aclause (a) above have arisen and such circumstances are unlikely to be temporary; temporary or (ii) a public statement or publication of information the circumstances set forth in clause (Aa) by or on behalf of have not arisen but the administrator of LIBOR, or by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR Index Rate or a court or an entity with similar insolvency or resolution authority over the administrator of LIBOR, in each case, which states that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR; (B) by the administrator of LIBOR that it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy, or (C) by the regulatory supervisor for the administrator of LIBOR or any Governmental Authority having jurisdiction over the Administrative Agent announcing that has made a public statement identifying a specific date after which the LIBOR is no longer representative or may Index Rate shall no longer be used; (iii) a LIBOR Rate is not published by used for determining interest rates for loans, then the administrator for five (5) consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for the administrator of LIBOR; or (iv) a new index rate has become a widely-recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars in the U.S. market; then, Administrative Agent may, in consultation with and the Borrowers, amend this Agreement as described below Borrower shall endeavor to replace establish an alternate rate of interest to LIBOR with an alternative benchmark rate, and to modify the applicable margins and make other related amendments, in each case giving that gives due consideration to any evolving or the then existing prevailing market convention for similar U.S. Dollar denominated credit facilitiesdetermining a rate of interest for syndicated loans in the United States at such time, or any selection, endorsement or recommendation by a relevant governmental body with respect to such facilities. The Administrative Agent and shall provide notice to the Borrowers and enter into an amendment of to this Agreement to reflect the replacement index, adjusted margins such alternate rate of interest and such other related amendments changes to this Agreement as may be appropriate, in the sole discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate; provided, however, any amendment that would have the effect of increasing the L/C Participation Fee shall require the consent of the Borrowersapplicable. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents (including, without limitation, Section 11.2)12.13, such amendment shall become effective without any further action or consent of any other party to this Agreement on so long as the fifth (5th) Administrative Agent shall not have received, within five Business Day after Days of the date that a draft notice of the amendment such alternate rate of interest is provided to the Lenders, unless the Administrative Agent receives, on or before such fifth (5th) Business Day, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. For the avoidance Until an alternate rate of doubt, following the date when a determination is made pursuant to subsection (b)(i) above and until a replacement index has been selected and implemented interest shall be determined in accordance with this section, (x) any borrowing request that requests the terms and conditions conversion of subsection (b)(ii) aboveany Borrowing to, all or continuation of any Borrowing as, Eurodollar Loans shall accrue interest atbe ineffective, and the interest rate (y) any borrowing request that requests a Borrowing of Eurodollar Loans, shall be, the be made as a Borrowing of Base Rate. (c) Notwithstanding anything to the contrary contained hereinRate Loans; provided that, if at any time the replacement index is such alternate rate of interest shall be less than zero, then at such times, such index rate shall be deemed to be zero for the purposes of this Agreement.

Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) In the event, If on or prior to the first day of any Interest Period for any Borrowing of LIBOR Rate Eurodollar Loans: (ia) the Administrative Agent determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or (iib) the Required Lenders advise the Administrative Agent that (Ai) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their LIBOR Rate Eurodollar Loans for such Interest Period or (Bii) that the making or funding of LIBOR Rate Eurodollar Loans become impracticable, then the Administrative Agent shall forthwith give written notice thereof to the Borrowers and the Lenders (which shall be conclusive and binding on the Borrowers Borrower and the Lenders), and (x) any request for LIBOR Rate Loans or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (y) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (z) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended whereupon until the Administrative Agent determines notifies the Borrower that the circumstances giving rise to such suspension no longer exist, in which event the obligations of the Lenders to make Eurodollar Loans shall be suspended. If at any time the Administrative Agent shall so notify the Borrowers and the Lenders. (b) In the event Administrative Agent shall determine determines (which determination shall be deemed presumptively correct conclusive absent manifest error) that: that (i) the circumstances set forth in Section 2.16(aclause (a) above have arisen and such circumstances are unlikely to be temporary; , (ii) LIBOR is no longer a public statement widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market or publication of information (Aiii) by or on behalf of the administrator of LIBOR, or by circumstances set forth in clause (a) have not arisen but the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR Index Rate or a court or an entity with similar insolvency or resolution authority over the administrator of LIBOR, in each case, which states that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR; (B) by the administrator of LIBOR that it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy, or (C) by the regulatory supervisor for the administrator of LIBOR or any Governmental Authority having jurisdiction over the Administrative Agent announcing that has made a public statement identifying a specific date after which the LIBOR is no longer representative or may Index Rate shall no longer be used; (iii) a LIBOR Rate is not published by used for determining interest rates for loans, then the administrator for five (5) consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for the administrator of LIBOR; or (iv) a new index rate has become a widely-recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars in the U.S. market; then, Administrative Agent may, in consultation with and the Borrowers, amend this Agreement as described below Borrower shall endeavor to replace establish an alternate rate of interest to LIBOR with an alternative benchmark rate, and to modify the applicable margins and make other related amendments, in each case giving that gives due consideration to any evolving or the then existing prevailing market convention for similar U.S. Dollar denominated credit facilitiesdetermining a rate of interest for syndicated loans in the United States at such time, or any selection, endorsement or recommendation by a relevant governmental body with respect to such facilities. The Administrative Agent and shall provide notice to the Borrowers and enter into an amendment of to this Agreement to reflect the replacement index, adjusted margins such alternate rate of interest and such other related amendments changes to this Agreement as may be appropriate, in the sole discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate; provided, however, any amendment that would have the effect of increasing the L/C Participation Fee shall require the consent of the Borrowersapplicable. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents (including, without limitation, Section 11.2)12.13, such amendment shall become effective without any further action or consent of any other party to this Agreement on so long as the fifth (5th) Administrative Agent shall not have received, within five Business Day after Days of the date that a draft copy of the such amendment is provided to the Lenders, unless the Administrative Agent receives, on or before such fifth (5th) Business Day, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. For the avoidance Until an alternate rate of doubt, following the date when a determination is made pursuant to subsection (b)(i) above and until a replacement index has been selected and implemented interest shall be determined in accordance with this section, (x) any borrowing request that requests the terms and conditions conversion of subsection (b)(ii) aboveany Borrowing to, all or continuation of any Borrowing as, Eurodollar Loans shall accrue interest atbe ineffective, and the interest rate (y) any borrowing request that requests a Borrowing of Eurodollar Loans, shall be, the be made as a Borrowing of Base Rate. (c) Notwithstanding anything to the contrary contained hereinRate Loans; provided that, if at any time the replacement index is such alternate rate of interest shall be less than zero, then at such times, such index rate shall be deemed to be zero for the purposes of this Agreement.

Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) In the event, If on or prior to the first day of any Interest Period for any Borrowing of LIBOR Rate Eurodollar Loans: (ia) the Administrative Agent determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBORLIBOR for such Interest Period, or (iib) the Required Lenders advise the Administrative Agent that (Ai) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their LIBOR Rate Eurodollar Loans for such Interest Period or (Bii) that the making or funding of LIBOR Rate Eurodollar Loans become impracticable, then the Administrative Agent shall forthwith give written notice thereof to the Borrowers and the Lenders (which shall be conclusive and binding on the Borrowers Borrower and the Lenders), and (x) any request for LIBOR Rate Loans or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (y) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (z) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended whereupon until the Administrative Agent determines notifies the Borrower that the circumstances giving rise to such suspension notice no longer exist, in which event the Administrative Agent shall so notify the Borrowers and the Lenders. (b) In the event Administrative Agent shall determine (which determination shall be deemed presumptively correct absent manifest error) that: then (i) any notice of the circumstances set forth in Section 2.16(a) have arisen Borrower that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of Eurodollar Loans with an Interest Period having the duration of such Interest Period shall be ineffective and such circumstances are unlikely to be temporary; (ii) a public statement or publication of information (A) by or on behalf if any notice of the administrator Borrower that requests a Borrowing of LIBOREurodollar Loans with an Interest Period having the duration of such Interest Period, or by such Borrowing shall be made as a Eurodollar Borrowing having an Interest Period with the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over the administrator of LIBOR, in each case, which states that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR; (B) by the administrator of LIBOR that it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy, or (C) by the regulatory supervisor for the administrator of LIBOR or any Governmental Authority having jurisdiction over the Administrative Agent announcing that LIBOR is no longer representative or may no longer be used; (iii) a LIBOR Rate is not published by the administrator for five (5) consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for the administrator of LIBOR; or (iv) a new index rate has become a widely-recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars shortest available duration described in the U.S. market; then, Administrative Agent may, in consultation with the Borrowers, amend this Agreement as described below to replace LIBOR with an alternative benchmark rate, and to modify the applicable margins and make other related amendments, in each case giving due consideration to any evolving or then existing convention for similar U.S. Dollar denominated credit facilities, or any selection, endorsement or recommendation by a relevant governmental body with respect to such facilities. The Administrative Agent shall provide notice to the Borrowers and enter into an amendment definition of this Agreement to reflect the replacement index, adjusted margins and such other related amendments as may be appropriate“Interest Period” or, in the sole discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate; provided, however, any amendment that would have the effect of increasing the L/C Participation Fee shall require the consent of the Borrowers. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents (including, without limitation, Section 11.2), such amendment shall become effective without any further action or consent absence of any other party to this Agreement on the fifth (5th) Business Day after the date that such available duration, as a draft Borrowing of the amendment is provided to the Lenders, unless the Administrative Agent receives, on or before such fifth (5th) Business Day, a written notice from the Required Lenders stating that such Lenders object to such amendment. For the avoidance of doubt, following the date when a determination is made pursuant to subsection (b)(i) above and until a replacement index has been selected and implemented in accordance with the terms and conditions of subsection (b)(ii) above, all Loans shall accrue interest at, and the interest rate shall be, the Base RateRate Loans. (c) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, then at such times, such index shall be deemed to be zero for purposes of this Agreement.

Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) In the event, If on or prior to the first day of any Interest Period for any Borrowing of LIBOR Rate Eurodollar Loans: (i) the Administrative Agent determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or (ii) the Required Lenders advise the Administrative Agent that (Ai) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their LIBOR Rate Eurodollar Loans for such Interest Period or (Bii) that the making or funding of LIBOR Rate Eurodollar Loans become impracticable, then the Administrative Agent shall forthwith give written notice thereof to the Borrowers and the Lenders (which shall be conclusive and binding on the Borrowers and the Lenders), and (x) any request for LIBOR Rate Loans or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (y) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (z) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended whereupon until the Administrative Agent determines notifies the Borrowers that the circumstances giving rise to such suspension no longer exist, in which event the obligations of the Lenders to make Eurodollar Loans shall be suspended. (b) If on or prior to the first day of any Interest Period for any Borrowing of Canadian CDOR Loans, the Required Lenders advise the Administrative Agent that (i) the CDOR Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Canadian CDOR Loans for such Interest Period or (ii) that the making or funding of Canadian CDOR Loans become impracticable, then the Administrative Agent shall so notify forthwith give written notice thereof to the Borrowers and the Lenders. (b) In the event Administrative Agent shall determine (which determination shall be deemed presumptively correct absent manifest error) that: (i) the circumstances set forth in Section 2.16(a) have arisen and such circumstances are unlikely to be temporary; (ii) a public statement or publication of information (A) by or on behalf of the administrator of LIBOR, or by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over the administrator of LIBOR, in each case, which states that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR; (B) by the administrator of LIBOR that it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy, or (C) by the regulatory supervisor for the administrator of LIBOR or any Governmental Authority having jurisdiction over whereupon until the Administrative Agent announcing notifies the Borrowers that LIBOR is the circumstances giving rise to such suspension no longer representative or may no longer be used; (iii) a LIBOR Rate is not published by exist, the administrator for five (5) consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for the administrator of LIBOR; or (iv) a new index rate has become a widely-recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars in the U.S. market; then, Administrative Agent may, in consultation with the Borrowers, amend this Agreement as described below to replace LIBOR with an alternative benchmark rate, and to modify the applicable margins and make other related amendments, in each case giving due consideration to any evolving or then existing convention for similar U.S. Dollar denominated credit facilities, or any selection, endorsement or recommendation by a relevant governmental body with respect to such facilities. The Administrative Agent shall provide notice to the Borrowers and enter into an amendment of this Agreement to reflect the replacement index, adjusted margins and such other related amendments as may be appropriate, in the sole discretion obligations of the Administrative Agent, for the implementation and administration of the replacement index-based rate; provided, however, any amendment that would have the effect of increasing the L/C Participation Fee shall require the consent of the Borrowers. Notwithstanding anything Lenders to the contrary in this Agreement or any other Loan Documents (including, without limitation, Section 11.2), such amendment shall become effective without any further action or consent of any other party to this Agreement on the fifth (5th) Business Day after the date that a draft of the amendment is provided to the Lenders, unless the Administrative Agent receives, on or before such fifth (5th) Business Day, a written notice from the Required Lenders stating that such Lenders object to such amendment. For the avoidance of doubt, following the date when a determination is made pursuant to subsection (b)(i) above and until a replacement index has been selected and implemented in accordance with the terms and conditions of subsection (b)(ii) above, all make Canadian CDOR Loans shall accrue interest at, and the interest rate shall be, the Base Ratebe suspended. (c) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, then at such times, such index shall be deemed to be zero for purposes of this Agreement.

Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) In the event, If on or prior to the first day of any Interest Period for any Borrowing of LIBOR Rate Eurodollar Loans: (ia) the Administrative Agent determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the relevant interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBORLIBOR (such Eurodollar Loans, the “Impacted Loans”), or (iib) the Required Lenders advise the Administrative Agent that (Ai) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their LIBOR Rate Loans Eurodollar Loans, respectively, for such Interest Period or (Bii) that the making or funding of LIBOR Rate Eurodollar Loans become impracticable, then the Administrative Agent shall forthwith give written notice thereof to the Borrowers and the Lenders (which shall be conclusive and binding on the Borrowers Borrower and the Lenders), and (x) any request for LIBOR Rate Loans or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (y) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (z) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended whereupon until the Administrative Agent determines notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make or maintain Eurodollar Loans shall be suspended; provided that if one or more Lenders suspend maintaining Eurodollar Loans, the Borrower may elect to either prepay or convert such Eurodollar Loans to Base Rate Loans in which event accordance with the provisions of the final sentence of Section 10.1. The Administrative Agent shall not make a determination described in Section 10.2(a), and no Lender shall advise the Administrative Agent shall so notify as described in Section 10.2(b), unless the Borrowers and the Lenders. (b) In the event Administrative Agent shall determine (which determination shall be deemed presumptively correct absent manifest error) that: (i) the circumstances set forth in Section 2.16(a) have arisen and or such circumstances are unlikely to be temporary; (ii) a public statement Lender, as applicable, is then generally making or publication of information (A) by will thereafter generally make similar determinations or on behalf of the administrator of LIBOR, or by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR or a court or an entity with deliver similar insolvency or resolution authority over the administrator of LIBORadvice, in each case, under comparable credit facilities with similar provisions to this Section 10.2 to which states it is a party with borrowers that such administrator has ceased or will cease are similarly situated to provide LIBORand of similar creditworthiness to the Borrower. Notwithstanding the foregoing, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR; (B) by the administrator of LIBOR that it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy, or (C) by the regulatory supervisor for the administrator of LIBOR or any Governmental Authority having jurisdiction over if the Administrative Agent announcing that LIBOR is no longer representative or may no longer be used; has made the determination described in clause (iiia) a LIBOR Rate is not published by of this Section 10.2, the administrator for five (5) consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for the administrator of LIBOR; or (iv) a new index rate has become a widely-recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars in the U.S. market; then, Administrative Agent mayAgent, in consultation with the BorrowersBorrower and the Required Lenders, amend this Agreement as described below to replace LIBOR with may establish an alternative benchmark rate, and to modify interest rate for the applicable margins and make other related amendmentsImpacted Loans, in each case giving due consideration to any evolving or then existing convention for similar U.S. Dollar denominated credit facilitieswhich case, or any selection, endorsement or recommendation by a relevant governmental body such alternative rate of interest shall apply with respect to such facilities. The Administrative Agent shall provide notice to the Borrowers Impacted Loans unless and enter into an amendment of this Agreement to reflect the replacement index, adjusted margins and such other related amendments as may be appropriate, in the sole discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate; provided, however, any amendment that would have the effect of increasing the L/C Participation Fee shall require the consent of the Borrowers. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents until (including, without limitation, Section 11.2), such amendment shall become effective without any further action or consent of any other party to this Agreement on the fifth (5th1) Business Day after the date that a draft of the amendment is provided to the Lenders, unless the Administrative Agent receivesrevokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this Section 10.2, on (2) the Administrative Agent or before such fifth (5th) Business Day, a written notice from the Required Lenders stating notify the Administrative Agent and the Borrower that such Lenders object alternative interest rate does not adequately and fairly reflect the cost to such amendment. For Lenders of funding the avoidance 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 doubt, following interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the date when a determination is made pursuant authority of such Lender to subsection (b)(i) above do any of the foregoing and until a replacement index has been selected and implemented in accordance with provides the terms and conditions of subsection (b)(ii) above, all Loans shall accrue interest at, Administrative Agent and the interest rate shall be, the Base RateBorrower written notice thereof. (c) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, then at such times, such index shall be deemed to be zero for purposes of this Agreement.

Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) In the event, If on or prior to the first day of any Interest Period for any Borrowing of Eurodollar Loans or on any day with respect to Daily Floating LIBOR Rate Loans: (ia) the Administrative Agent determines that deposits in Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR and/or Daily Floating LIBOR, as applicable, or (iib) the Required Lenders advise the Administrative Agent that (Ai) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their LIBOR Rate Eurodollar Loans for such Interest Period and/or Daily Floating LIBOR will not adequately and fairly reflect the cost to such Lenders of funding their Daily Floating LIBOR Loans, as applicable or (Bii) that the making or funding of Eurodollar Loans and/or Daily Floating LIBOR Rate Loans Loans, as applicable, has become impracticable, then the Administrative Agent shall forthwith give written notice thereof to the Borrowers and the Lenders (which shall be conclusive and binding on the Borrowers Borrower Representative and the Lenders), and (x) any request for LIBOR Rate Loans or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (y) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (z) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended whereupon until the Administrative Agent determines notifies Borrower Representative that the circumstances giving rise to such suspension no longer exist, in which event the Administrative Agent shall so notify obligations of the Borrowers and the Lenders. (b) In the event Administrative Agent shall determine (which determination Lenders to make Eurodollar Loans and/or Daily Floating LIBOR Loans, as applicable, shall be deemed presumptively correct absent manifest error) that: (i) the circumstances set forth in Section 2.16(a) have arisen and such circumstances are unlikely to be temporary; (ii) a public statement or publication of information (A) by or on behalf of the administrator of LIBOR, or by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over the administrator of LIBOR, in each case, which states that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR; (B) by the administrator of LIBOR that it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy, or (C) by the regulatory supervisor for the administrator of LIBOR or any Governmental Authority having jurisdiction over the Administrative Agent announcing that LIBOR is no longer representative or may no longer be used; (iii) a LIBOR Rate is not published by the administrator for five (5) consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for the administrator of LIBOR; or (iv) a new index rate has become a widely-recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars in the U.S. market; then, Administrative Agent may, in consultation with the Borrowers, amend this Agreement as described below to replace LIBOR with an alternative benchmark rate, and to modify the applicable margins and make other related amendments, in each case giving due consideration to any evolving or then existing convention for similar U.S. Dollar denominated credit facilities, or any selection, endorsement or recommendation by a relevant governmental body with respect to such facilities. The Administrative Agent shall provide notice to the Borrowers and enter into an amendment of this Agreement to reflect the replacement index, adjusted margins and such other related amendments as may be appropriate, in the sole discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate; provided, however, any amendment that would have the effect of increasing the L/C Participation Fee shall require the consent of the Borrowers. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents (including, without limitation, Section 11.2), such amendment shall become effective without any further action or consent of any other party to this Agreement on the fifth (5th) Business Day after the date that a draft of the amendment is provided to the Lenders, unless the Administrative Agent receives, on or before such fifth (5th) Business Day, a written notice from the Required Lenders stating that such Lenders object to such amendment. For the avoidance of doubt, following the date when a determination is made pursuant to subsection (b)(i) above and until a replacement index has been selected and implemented in accordance with the terms and conditions of subsection (b)(ii) above, all Loans shall accrue interest at, and the interest rate shall be, the Base Ratesuspended. (c) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, then at such times, such index shall be deemed to be zero for purposes of this Agreement.

Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) In the event, If prior to the first day commencement of any Interest Period for any Borrowing of LIBOR Rate Loans:Eurodollar Borrowing, (i) Agent shall have determined (which determination shall be conclusive and binding upon the Administrative Agent determines that deposits in Dollars (in the applicable amountsBorrowers absent manifest error) are not being offered to it in the interbank eurodollar market for such Interest Periodthat, or that by reason of circumstances affecting the relevant interbank eurodollar market market, adequate and reasonable means do not exist for ascertaining the applicable LIBORLIBOR for such Interest Period, or (ii) Agent shall have received notice from the Required Lenders advise that the Administrative Agent that (A) Adjusted LIBOR as determined by the Administrative Agent will Rate does not adequately and fairly reflect the cost to such Lenders (or Lender, as the case may be) of making, funding or maintaining their LIBOR Rate (or its, as the case may be) Eurodollar Loans for such Interest Period or (B) that the making or funding of LIBOR Rate Loans become impracticablePeriod, then the Administrative Agent shall forthwith give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower Representative and to the Lenders as soon as practicable thereafter. Until Agent shall notify the Borrowers and the Lenders (which shall be conclusive and binding on that the Borrowers and the Lenders)circumstances giving rise to such notice no longer exist, and (x) any request for LIBOR Rate the obligations of the Lenders to make Eurodollar Revolving Loans or for a conversion to continue or continuation of a LIBOR Rate Loan convert outstanding Loans as or into Eurodollar Loans shall be automatically withdrawn suspended and shall be deemed a request for a Base Rate Loan, (y) each LIBOR all such affected Loans shall be converted into Base Rate Loan will automatically, Loans on the last day of the then current Interest Period relating theretoapplicable thereto unless the Borrowers prepay such Loans in accordance with this Agreement. Unless the Borrower Representative notifies Agent at least one (1) Business Day before the date of any Eurodollar Borrowing for which a Notice of Borrowing or Notice of Continuation/Conversion has previously been given that it elects not to borrow, become continue or convert to a Eurodollar Loan on such date, then such Borrowing shall be made as, continued as or converted into a Base Rate Loan, and (z) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended until the Administrative Agent determines that the circumstances giving rise to such suspension no longer exist, in which event the Administrative Agent shall so notify the Borrowers and the Lenders. (b) In the event Administrative If at any time Agent shall determine determines (which determination shall be deemed presumptively correct conclusive absent manifest error) that: that (ii)(x) the circumstances set forth in Section 2.16(aclause (a)(i) have arisen with respect to Eurodollar Loans and such circumstances are unlikely to be temporary; temporary or (iiy) a public statement or publication of information the circumstances set forth in clause (a)(i) with respect to Eurodollar Loans have not arisen but either (A) by or on behalf of the administrator of LIBOR, or by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over source or screen rate of LIBOR (the administrator for LIBOR, “Screen Rate”) has made a resolution authority with jurisdiction over the administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over public statement that the administrator of LIBOR, in each case, which states that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of the statement or publication, Screen Rate is insolvent (and there is no successor administrator that will continue to provide LIBOR; publication of the Screen Rate ), (B) by the administrator of LIBOR that it the Screen Rate has invoked or made a public statement identifying a specific date after which the Screen Rate will invoke, permanently or indefinitelyindefinitely cease to be published by it (and there is no successor administrator that will continue publication of the Screen Rate), its insufficient submissions policy, or (C) by the regulatory supervisor for the administrator of LIBOR the Screen Rate has made a public statement identifying a specific date after which the Screen Rate will permanently or any indefinitely cease to be published or (D) the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over Agent has made a public statement identifying a specific date after which the Administrative Agent announcing that LIBOR is no longer representative or Screen Rate may no longer be used; used for determining interest rates for loans or (iiiii) a LIBOR rate other than the Eurodollar Rate is not published by the administrator for five (5) consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for the administrator of LIBOR; or (iv) a new index rate has become a widely-widely recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars in the U.S. United States market; then, Administrative then Agent may, in consultation with and the Borrowers, amend this Agreement as described below Borrower Representative shall endeavor to replace LIBOR with establish an alternative benchmark rate, and alternate rate of interest to modify the applicable margins and make other related amendments, in each case giving Eurodollar Rate that gives due consideration to any evolving or the then existing prevailing market convention for similar U.S. Dollar denominated credit facilitiesdetermining a rate of interest for syndicated loans in the United States at such time, or any selection, endorsement or recommendation by a relevant governmental body with respect to such facilities. The Administrative Agent and shall provide notice to the Borrowers and enter into an amendment of to this Agreement to reflect the replacement index, adjusted margins and such other related amendments as may be appropriate, in the sole discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate; provided, however, any (which amendment that would have the effect of increasing the L/C Participation Fee shall require the consent of the BorrowersBorrower Representative) to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (excluding any fixed rate provisions); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents (including, without limitation, Section 11.2)8.3, such amendment shall become effective without any further action or consent of any other party to this Agreement on (other than Agent and the fifth Borrower Representative) so long as Agent shall not have received, within five (5th5) Business Day after Days of the date that a draft notice of the amendment such alternate rate of interest is provided to the Lenders, unless the Administrative Agent receives, on or before such fifth (5th) Business Day, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. For the avoidance Until an alternate rate of doubt, following the date when a determination is made pursuant to subsection (b)(i) above and until a replacement index has been selected and implemented interest shall be determined in accordance with this clause (b) (but, in the terms case of the circumstances described in clause (ii) of the first sentence of this Section 8.3(b), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any request by Borrower Representative with respect to any conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Loan shall be ineffective and conditions any such Eurodollar Loan shall be repaid or converted into a Base Rate Loan on the last day of subsection (b)(ii) above, all Loans shall accrue interest atthe then current Interest Period applicable thereto, and the interest rate (y) any request by Borrower Representative for any Borrowing of a Eurodollar Loan shall be, the be deemed to be a request for a Borrowing of a Base Rate. (c) Notwithstanding anything to the contrary contained hereinRate Loan; provided that, if at any time the replacement index is such alternate rate of interest shall be less than zero, then at such times, such index rate shall be deemed to be zero for the purposes of this Agreement.

Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) In the event, If on or prior to the first day of any Interest Period for any Borrowing of LIBOR Rate Eurodollar Loans: (ia) the Administrative Agent in good faith determines that deposits in Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or (iib) the Required Lenders in good faith advise the Administrative Agent that (Ai) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their LIBOR Rate Eurodollar Loans for such Interest Period or (Bii) that deposits in U.S. Dollars (in the making or funding of LIBOR Rate Loans become impracticableapplicable amounts) are not being offered to banks in the interbank eurodollar market for such Interest Period, then the Administrative Agent shall forthwith promptly give written notice thereof to the Borrowers and the Lenders (which shall be conclusive and binding on the Borrowers and the Lenders), and (x) any request for LIBOR Rate Loans or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (y) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (z) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended whereupon until the Administrative Agent determines notifies the Borrowers that the circumstances giving rise to such suspension no longer exist, in which event the obligations of the Lenders to make Eurodollar Loans shall be suspended until the Administrative Agent shall so notify (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrowers and the Lenders. (b) In the event Administrative Agent shall determine (which determination shall be deemed presumptively correct absent manifest error) that: (i) the circumstances set forth in Section 2.16(a) have arisen and such circumstances are unlikely to be temporary; (ii) may revoke any pending request for a public statement or publication of information (A) by or on behalf of the administrator of LIBORborrowing of, or by the regulatory supervisor for the administrator continuation of LIBOREurodollar Loans or, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over the administrator of LIBOR, in each case, which states that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided failing that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR; (B) by the administrator of LIBOR that it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy, or (C) by the regulatory supervisor for the administrator of LIBOR or any Governmental Authority having jurisdiction over the Administrative Agent announcing that LIBOR is no longer representative or may no longer be used; (iii) a LIBOR Rate is not published by the administrator for five (5) consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for the administrator of LIBOR; or (iv) a new index rate has become a widely-recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars in the U.S. market; then, Administrative Agent may, in consultation with the Borrowers, amend this Agreement as described below to replace LIBOR with an alternative benchmark rate, and to modify the applicable margins and make other related amendments, in each case giving due consideration to any evolving or then existing convention for similar U.S. Dollar denominated credit facilities, or any selection, endorsement or recommendation by a relevant governmental body with respect to such facilities. The Administrative Agent shall provide notice to the Borrowers and enter into an amendment of this Agreement to reflect the replacement index, adjusted margins and such other related amendments as may be appropriate, in the sole discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate; provided, however, any amendment that would have the effect of increasing the L/C Participation Fee shall require the consent of the Borrowers. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents (including, without limitation, Section 11.2), such amendment shall become effective without any further action or consent of any other party to this Agreement on the fifth (5th) Business Day after the date that a draft of the amendment is provided to the Lenders, unless the Administrative Agent receives, on or before such fifth (5th) Business Day, a written notice from the Required Lenders stating that such Lenders object to such amendment. For the avoidance of doubt, following the date when a determination is made pursuant to subsection (b)(i) above and until a replacement index has been selected and implemented in accordance with the terms and conditions of subsection (b)(ii) above, all Loans shall accrue interest at, and the interest rate shall be, the Base Rate. (c) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, then at such times, such index shall be deemed to be zero have converted such request into a request for purposes of this AgreementBase Rate Loans in the amount specified therein.

Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) In the eventUnless and until an alternative rate has been implemented in accordance with Section 9.2(b) below, if on or prior to the first day of any Interest Period for any Borrowing of LIBOR Rate Eurodollar Loans or Daily Eurodollar Loans: (i) the Administrative Agent determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it major banks in the eurodollar interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or (ii) (x) Banks having thirty-three percent (33%) or more of the Required Lenders aggregate amount of the Commitments reasonably determine and so advise the Administrative Agent that or (Ay) LIBOR as determined by the Administrative Agent reasonably determines, that LIBOR will not adequately and fairly reflect the cost to such Lenders Banks or the Administrative Agent, as applicable, of funding their LIBOR Rate Eurodollar Loans or Daily Eurodollar Loans for such Interest Period or (B) that the making or funding of LIBOR Rate Loans become impracticablePeriod, then the Administrative Agent shall forthwith give written notice thereof to the Borrowers Borrower and the Lenders (which shall be conclusive and binding on the Borrowers and the Lenders)Banks, and (x) any request for LIBOR Rate Loans or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (y) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (z) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended whereupon until the Administrative Agent determines notifies the Borrower that the circumstances giving rise to such suspension no longer exist, in which event the Administrative Agent obligations of the Banks to make Eurodollar Loans and Daily Eurodollar Loans shall so notify the Borrowers and the Lendersbe suspended. (b) In Notwithstanding the foregoing, in the event the Administrative Agent shall determine determines (which determination shall be deemed presumptively correct conclusive absent manifest error) that: that (i) the circumstances set forth in Section 2.16(a9.2(a) have arisen and such circumstances are unlikely to be temporary; , (ii) a public statement ICE Benchmark Administration (or any Person that takes over the administration of such rate) discontinues its administration and publication of information (A) by or on behalf of the administrator of LIBORinterest settlement rates for deposits in United States dollars, or by (iii) the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR interest settlement rate described in clause (ii) of this Section 9.2(b) or a court or an entity with similar insolvency or resolution governmental authority over the administrator of LIBOR, in each case, which states that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR; (B) by the administrator of LIBOR that it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy, or (C) by the regulatory supervisor for the administrator of LIBOR or any Governmental Authority having jurisdiction over the Administrative Agent announcing that LIBOR is no longer representative or may has made a public statement identifying a specific date after which such interest settlement rate shall no longer be used; (iii) a LIBOR Rate is not published by used for determining interest rates for loans, then the administrator for five (5) consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for the administrator of LIBOR; or (iv) a new index rate has become a widely-recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars in the U.S. market; then, Administrative Agent may, in consultation with and the Borrowers, amend this Agreement as described below Borrower shall seek to replace jointly agree upon an alternate rate of interest to LIBOR with an alternative benchmark rate, and to modify the applicable margins and make other related amendments, in each case giving Daily Eurodollar Base Rate that gives due consideration to any evolving or the then existing prevailing market convention for similar U.S. Dollar denominated credit facilitiesdetermining a rate of interest for syndicated loans in the United States at such time, or any selection, endorsement or recommendation by a relevant governmental body with respect to such facilities. The and the Administrative Agent and the Borrower shall provide notice to the Borrowers and enter into an amendment of to this Agreement to reflect the replacement index, adjusted margins such alternate rate of interest and such other related amendments changes to this Agreement as may be appropriate, in the sole discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate; provided, however, any amendment that would have the effect of increasing the L/C Participation Fee shall require the consent of the Borrowersapplicable. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents (including, without limitation, Section 11.2)11.11, such amendment shall become effective without any further action or consent of any other party to this Agreement on so long as the fifth Administrative Agent shall not have received, within five (5th5) Business Day after Days of the date that a draft notice of the amendment such alternate rate of interest is provided to the Lenders, unless the Administrative Agent receives, on or before such fifth (5th) Business DayBanks, a written notice from the Required Lenders Banks stating that such Lenders Required Banks object to such amendment. For the avoidance Until an alternate rate of doubt, following the date when a determination is made pursuant to subsection (b)(i) above and until a replacement index has been selected and implemented interest shall be determined in accordance with this Section 9.2(b), (x) any request pursuant to Section 2.5(a) that requests the terms conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Loan shall be ineffective and conditions of subsection (b)(ii) aboveany such Borrower shall be continued as or converted to, all Loans shall accrue interest atas the case may be, a Base Rate Loan, and (y) if any request pursuant to Section 2.5(a) requests a Eurodollar Loan, such Borrowing shall be made as a Base Rate Loan. If the alternate rate of interest rate determined pursuant to this Section 9.2(b) shall be, the Base Rate. (c) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is be less than zero, then at such times, such index rate shall be deemed to be zero for the purposes of this Agreement.

Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) In the event, If on or prior to the first day of any Interest Period for any Borrowing of LIBOR Rate Eurodollar Loans: (ia) the Administrative Agent determines in good faith that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or (iib) the Required Lenders in good faith advise the Administrative Agent that (Ai) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their LIBOR Rate Eurodollar Loans for such Interest Period or (Bii) that the making or funding of LIBOR Rate Eurodollar Loans become becomes impracticable, then the Administrative Agent shall forthwith give written notice thereof to the Borrowers and the Lenders or (which shall be conclusive and binding on the Borrowers and the Lenders), and (xc) if at any request for LIBOR Rate Loans or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (y) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (z) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended until time the Administrative Agent determines that the circumstances giving rise to such suspension no longer exist, in which event the Administrative Agent shall so notify the Borrowers and the Lenders. (b) In the event Administrative Agent shall determine (which determination shall be deemed presumptively correct conclusive absent manifest error) that: that (i) the circumstances set forth in Section 2.16(aclauses (a) or (b) have arisen and such circumstances are unlikely to be temporary; , (ii) LIBOR is no longer a public statement or publication of information (A) by or on behalf of the administrator of LIBOR, or by the regulatory supervisor widely recognized benchmark rate for the administrator of LIBOR, newly originated loans in Dollars in the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over the administrator of LIBOR, in each case, which states that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR; (B) by the administrator of LIBOR that it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy, market or (Ciii) by the regulatory circumstances set forth in clauses (a) or (b) have not arisen but the supervisor for the administrator of LIBOR or any a Governmental Authority having jurisdiction over the Administrative Agent announcing that has made a public statement identifying a specific date after which LIBOR is no longer representative or may shall no longer be used; (iii) a LIBOR Rate is not published by used for determining interest rates for loans, then the administrator for five (5) consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for the administrator of LIBOR; or (iv) a new index rate has become a widely-recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars in the U.S. market; then, Administrative Agent may, in consultation with and the Borrowers, amend this Agreement as described below Borrowers shall endeavor to replace LIBOR with establish an alternative benchmark rate, and rate of interest to modify the applicable margins and make other related amendments, in each case giving LIBOR that gives due consideration to any evolving or the then existing prevailing market convention for similar U.S. Dollar denominated credit facilitiesdetermining a rate of interest for syndicated loans in the United States at such time, or any selection, endorsement or recommendation by a relevant governmental body with respect to such facilities. The Administrative Agent and shall provide notice to the Borrowers and enter into an amendment of to this Agreement to reflect the replacement index, adjusted margins such alternate rate of interest and such other related amendments changes to this Agreement as may be appropriate, in the sole discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate; provided, however, any amendment that would have the effect of increasing the L/C Participation Fee shall require the consent of the Borrowersapplicable. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents (including, without limitation, Section 11.2)12.13, such amendment shall become effective without any further action or consent of any other party to this Agreement on the fifth so long as Administrative Agent shall not have received, within five (5th5) Business Day after Days of the date that a draft notice of the amendment such alternate rate of interest is provided to the Lenders, unless the Administrative Agent receives, on or before such fifth (5th) Business Day, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. For the avoidance Until an alternate rate of doubt, following the date when a determination is made pursuant to subsection (b)(i) above and until a replacement index has been selected and implemented interest shall be determined in accordance with the terms and conditions of subsection (b)(ii) above, all Loans shall accrue interest at, and the interest rate shall be, the Base Rate. this clause (c) Notwithstanding anything (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 10.2(c), only to the contrary contained hereinextent LIBOR for such Interest Period is not available or published at such time on a current basis), (x) any notice that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Loan shall be ineffective, and (y) if any Borrowing notice requests a Eurodollar Loan, such Borrowing shall be made as a Base Rate Loan; provided that, if at any time the replacement index is such alternate rate of interest shall be less than zero, then at such times, such index rate shall be deemed to be zero for the purposes of this Agreement, then the Administrative Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Eurodollar Loans shall be suspended.

Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) In the event, If on or prior to the first day of any Interest Period for any Borrowing of LIBOR Rate Loans: (ia) the Administrative Agent determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest PeriodPeriod (such LIBOR Loan, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR“Impacted Loans”), or (iib) the Required Lenders advise the Administrative Agent that (Ai) LIBOR as determined by the Administrative Agent Agent, acting reasonably, will not adequately and fairly reflect the cost to such Lenders of funding their LIBOR Rate Loans Loans, respectively, for such Interest Period or (Bii) that the making or funding of LIBOR Rate Loans become impracticable, then the Administrative Agent shall forthwith give written notice thereof to the Borrowers and the Lenders (which shall be conclusive and binding on the Borrowers Borrower and the Lenders), and (x) any request for LIBOR Rate Loans or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (y) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (z) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended whereupon until the Administrative Agent determines notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make or maintain LIBOR Loans shall be suspended; provided that if one or more Lenders suspend maintaining LIBOR Loans, the Borrower may elect to either prepay or convert such LIBOR Loans to Base Rate Loans in which event accordance with the provisions of the final sentence of Section 10.1. The Administrative Agent shall not make 58 #92469623v14 58 a determination described in Section 10.2(a), and no Lender shall advise the Administrative Agent shall so notify as described in Section 10.2(b), unless the Borrowers and the Lenders. (b) In the event Administrative Agent shall determine (which determination shall be deemed presumptively correct absent manifest error) that: (i) the circumstances set forth in Section 2.16(a) have arisen and or such circumstances are unlikely to be temporary; (ii) a public statement Lender, as applicable, is then generally making or publication of information (A) by will thereafter generally make similar determinations or on behalf of the administrator of LIBOR, or by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR or a court or an entity with deliver similar insolvency or resolution authority over the administrator of LIBORadvice, in each case, under comparable credit facilities with similar provisions to this Section 10.2 to which states it is a party with borrowers that such administrator has ceased or will cease are similarly situated to provide LIBORand of similar creditworthiness to the Borrower. Notwithstanding the foregoing, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR; (B) by the administrator of LIBOR that it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy, or (C) by the regulatory supervisor for the administrator of LIBOR or any Governmental Authority having jurisdiction over if the Administrative Agent announcing that LIBOR is no longer representative or may no longer be used; has made the determination described in clause (iiia) a LIBOR Rate is not published by of this Section 10.2, the administrator for five (5) consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for the administrator of LIBOR; or (iv) a new index rate has become a widely-recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars in the U.S. market; then, Administrative Agent mayAgent, in consultation with the BorrowersBorrower and the Required Lenders, amend this Agreement as described below to replace LIBOR with may establish an alternative benchmark rate, and to modify interest rate for the applicable margins and make other related amendmentsImpacted Loans, in each case giving due consideration to any evolving or then existing convention for similar U.S. Dollar denominated credit facilitieswhich case, or any selection, endorsement or recommendation by a relevant governmental body such alternative rate of interest shall apply with respect to such facilities. The Administrative Agent shall provide notice to the Borrowers Impacted Loans unless and enter into an amendment of this Agreement to reflect the replacement index, adjusted margins and such other related amendments as may be appropriate, in the sole discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate; provided, however, any amendment that would have the effect of increasing the L/C Participation Fee shall require the consent of the Borrowers. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents until (including, without limitation, Section 11.2), such amendment shall become effective without any further action or consent of any other party to this Agreement on the fifth (5th1) Business Day after the date that a draft of the amendment is provided to the Lenders, unless the Administrative Agent receivesrevokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this Section 10.2, on (2) the Administrative Agent or before such fifth (5th) Business Day, a written notice from the Required Lenders stating notify the Administrative Agent and the Borrower that such Lenders object alternative interest rate does not adequately and fairly reflect the cost to such amendment. For Lenders of funding the avoidance 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 doubt, following interest or to determine or charge interest rates based upon such rate or any governmental authority has imposed material restrictions on the date when a determination is made pursuant authority of such Lender to subsection (b)(i) above do any of the foregoing and until a replacement index has been selected and implemented in accordance with provides the terms and conditions of subsection (b)(ii) above, all Loans shall accrue interest at, Administrative Agent and the interest rate shall be, the Base RateBorrower written notice thereof. (c) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, then at such times, such index shall be deemed to be zero for purposes of this Agreement.

Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) In the event, If on or prior to the first day of any Interest Period for any Borrowing of LIBOR Rate Eurodollar Loans: (i) the Administrative Agent determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or (ii) the Required Lenders advise the Administrative Agent that (Ai) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their LIBOR Rate Eurodollar Loans for such Interest Period or (Bii) that the making or funding of LIBOR Rate Eurodollar Loans become impracticable, then the Administrative Agent shall forthwith give written notice thereof to the Borrowers and the Lenders (which shall be conclusive and binding on the Borrowers and the Lenders), and (x) any request for LIBOR Rate Loans or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (y) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (z) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended whereupon until the Administrative Agent determines notifies the Borrowers that the circumstances giving rise to such suspension no longer exist, in which event the obligations of the Lenders to make Eurodollar Loans shall be suspended. (b) If on or prior to the first day of any Interest Period for any Borrowing of Canadian CDOR Loans, the Required Lenders advise the Administrative Agent that (i) the CDOR Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Canadian CDOR Loans for such Interest Period or (ii) that the making or funding of Canadian CDOR Loans become impracticable, then the Administrative Agent shall so notify forthwith give written notice thereof to the Borrowers and the Lenders. (b) In the event Administrative Agent shall determine (which determination shall be deemed presumptively correct absent manifest error) that: (i) the circumstances set forth in Section 2.16(a) have arisen and such circumstances are unlikely to be temporary; (ii) a public statement or publication of information (A) by or on behalf of the administrator of LIBOR, or by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over the administrator of LIBOR, in each case, which states that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR; (B) by the administrator of LIBOR that it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy, or (C) by the regulatory supervisor for the administrator of LIBOR or any Governmental Authority having jurisdiction over whereupon until the Administrative Agent announcing notifies the Borrowers that LIBOR is the circumstances giving rise to such suspension no longer representative or may no longer be used; (iii) a LIBOR Rate is not published by exist, the administrator for five (5) consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for the administrator of LIBOR; or (iv) a new index rate has become a widely-recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars in the U.S. market; then, Administrative Agent may, in consultation with the Borrowers, amend this Agreement as described below to replace LIBOR with an alternative benchmark rate, and to modify the applicable margins and make other related amendments, in each case giving due consideration to any evolving or then existing convention for similar U.S. Dollar denominated credit facilities, or any selection, endorsement or recommendation by a relevant governmental body with respect to such facilities. The Administrative Agent shall provide notice to the Borrowers and enter into an amendment of this Agreement to reflect the replacement index, adjusted margins and such other related amendments as may be appropriate, in the sole discretion obligations of the Administrative Agent, for the implementation and administration of the replacement index-based rate; provided, however, any amendment that would have the effect of increasing the L/C Participation Fee shall require the consent of the Borrowers. Notwithstanding anything Lenders to the contrary in this Agreement or any other Loan Documents (including, without limitation, Section 11.2), such amendment shall become effective without any further action or consent of any other party to this Agreement on the fifth (5th) Business Day after the date that a draft of the amendment is provided to the Lenders, unless the Administrative Agent receives, on or before such fifth (5th) Business Day, a written notice from the Required Lenders stating that such Lenders object to such amendment. For the avoidance of doubt, following the date when a determination is made pursuant to subsection (b)(i) above and until a replacement index has been selected and implemented in accordance with the terms and conditions of subsection (b)(ii) above, all make Canadian CDOR Loans shall accrue interest at, and the interest rate shall be, the Base Ratebe suspended. (c) Notwithstanding anything to the contrary contained herein, if at any time the replacement Administrative Agent either (i) determines (which determination shall be conclusive absent manifest error) that the circumstances set forth in Section 8.3(a) or (b) have arisen and such circumstances are not reasonably expected to be temporary or (ii) the supervisor for the administrator of the LIBOR Index Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Index Rate shall no longer be used for determining interest rates for loans (the date of the determination described in the foregoing clause (i) or the specific date identified in the public statement described in the foregoing clause (ii), an “Alternative Interest Rate Election Event”), then the Administrative Agent and the Borrowers’ Agent shall endeavor to establish an alternate index rate that gives due consideration to the then prevailing market convention for determining a rate of interest for leveraged syndicated loans in the United States at such time, and the Administrative Agent and the Borrowers’ Agent shall enter into an amendment to this Agreement to reflect such alternate service or index rate and such other related changes to this Agreement as may be applicable; provided that such amendment shall provide that such changes shall only be effective from and after the applicable Alternative Interest Rate Election Event. Notwithstanding anything to the contrary in Section 10.10, such amendment shall become effective without any further action or consent of any Lender so long as the Administrative Agent shall not have received, within five (5) Business Days after the date notice of such alternate rate of interest is provided to the Lenders, a written notice from Required Lenders stating that they object to such amendment (which amendment shall not be effective prior to the end of such five (5) Business Day notice period). To the extent an alternate rate of interest is adopted as contemplated hereby, the approved rate shall be applied in a manner consistent with prevailing market convention; provided that, to the extent there is no prevailing market convention or such prevailing market convention is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent and the Borrowers. From such time as an Alternative Interest Rate Election Event has occurred and is continuing until an alternate rate of interest has been determined in accordance with the terms and conditions of this paragraph, (x) any notice of conversion that requests the conversion of any Loan to a Eurodollar Loan shall be ineffective, and (y) if any notice of borrowing requests a Eurodollar Loan, such Loan shall be made as a Base Rate Loan; provided that, to the extent such Alternative Interest Rate Election Event is as a result of clause (ii) above, then clauses (x) and (y) of this sentence shall apply during such period only if LIBOR is not available or published at such time on a current basis. Notwithstanding anything contained herein to the contrary, if such alternate rate of interest as determined in this paragraph is determined to be less than zero, then at such times0.00% per annum, such index rate shall be deemed to be zero 0.00% per annum for the purposes of this Agreement.

Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) In the event, If prior to the first day commencement of any Interest Period for any Borrowing of LIBOR Rate Loans:Eurodollar Borrowing, (i) Agent shall have determined (which determination shall be conclusive and binding upon the Administrative Agent determines that deposits in Dollars (in the applicable amountsBorrowers absent manifest error) are not being offered to it in the interbank eurodollar market for such Interest Periodthat, or that by reason of circumstances affecting the relevant interbank eurodollar market market, adequate and reasonable means do not exist for ascertaining the applicable LIBORLIBOR for such Interest Period, or (ii) Agent shall have received notice from the Required Lenders advise that the Administrative Agent that (A) Adjusted LIBOR as determined by the Administrative Agent will Rate does not adequately and fairly reflect the cost to such Lenders (or Lender, as the case may be) of making, funding or maintaining their LIBOR Rate (or its, as the case may be) Eurodollar Loans for such Interest Period or (B) that the making or funding of LIBOR Rate Loans become impracticablePeriod, then the Administrative Then Agent shall forthwith give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower Representative and to the Lenders as soon as practicable thereafter. Until Agent shall notify the Borrowers and the Lenders (which shall be conclusive and binding on that the Borrowers and the Lenders)circumstances giving rise to such notice no longer exist, and (x) any request for LIBOR Rate the obligations of the Lenders to make Eurodollar Revolving Loans or for a conversion to continue or continuation of a LIBOR Rate Loan convert outstanding Loans as or into Eurodollar Loans shall be automatically withdrawn suspended and shall be deemed a request for a Base Rate Loan, (y) each LIBOR all such affected Loans shall be converted into Base Rate Loan will automatically, Loans on the last day of the then current Interest Period relating theretoapplicable thereto unless the Borrowers prepay such Loans in accordance with this Agreement. Unless the Borrower Representative notifies Agent at least one (1) Business Day before the date of any Eurodollar Borrowing for which a Notice of Borrowing or Notice of Continuation/Conversion has previously been given that it elects not to borrow, become continue or convert to a Eurodollar Loan on such date, then such Borrowing shall be made as, continued as or converted into a Base Rate Loan, and (z) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended until the Administrative Agent determines that the circumstances giving rise to such suspension no longer exist, in which event the Administrative Agent shall so notify the Borrowers and the Lenders. (b) In the event Administrative Agent shall determine (which determination shall be deemed presumptively correct absent manifest error) that: (i) the circumstances set forth in Section 2.16(a) have arisen and such circumstances are unlikely to be temporary; (ii) a public statement or publication of information (A) by or on behalf of the administrator of LIBOR, or by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over the administrator of LIBOR, in each case, which states that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR; (B) by the administrator of LIBOR that it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy, or (C) by the regulatory supervisor for the administrator of LIBOR or any Governmental Authority having jurisdiction over the Administrative Agent announcing that LIBOR is no longer representative or may no longer be used; (iii) a LIBOR Rate is not published by the administrator for five (5) consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for the administrator of LIBOR; or (iv) a new index rate has become a widely-recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars in the U.S. market; then, Administrative Agent may, in consultation with the Borrowers, amend this Agreement as described below to replace LIBOR with an alternative benchmark rate, and to modify the applicable margins and make other related amendments, in each case giving due consideration to any evolving or then existing convention for similar U.S. Dollar denominated credit facilities, or any selection, endorsement or recommendation by a relevant governmental body with respect to such facilities. The Administrative Agent shall provide notice to the Borrowers and enter into an amendment of this Agreement to reflect the replacement index, adjusted margins and such other related amendments as may be appropriate, in the sole discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate; provided, however, any amendment that would have the effect of increasing the L/C Participation Fee shall require the consent of the Borrowers. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents (including, without limitation, Section 11.2), such amendment shall become effective without any further action or consent of any other party to this Agreement on the fifth (5th) Business Day after the date that a draft of the amendment is provided to the Lenders, unless the Administrative Agent receives, on or before such fifth (5th) Business Day, a written notice from the Required Lenders stating that such Lenders object to such amendment. For the avoidance of doubt, following the date when a determination is made pursuant to subsection (b)(i) above and until a replacement index has been selected and implemented in accordance with the terms and conditions of subsection (b)(ii) above, all Loans shall accrue interest at, and the interest rate shall be, the Base Rate. (c) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, then at such times, such index shall be deemed to be zero for purposes of this Agreement.

Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) In the event, If on or prior to the first day of any Interest Period for any Borrowing of LIBOR Rate Eurodollar Loans: (ia) the Administrative Agent determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or (iib) the Required Lenders advise the Administrative Agent that (Ai) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their LIBOR Rate Eurodollar Loans for such Interest Period or (Bii) that the making or funding of LIBOR Rate Eurodollar Loans become impracticable, then the Administrative Agent shall forthwith give written notice thereof to the Borrowers and the Lenders (which shall be conclusive and binding on the Borrowers Borrower Representative and the Lenders), and (x) any request for LIBOR Rate Loans or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (y) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (z) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended whereupon until the Administrative Agent determines notifies the Borrower Representative that the circumstances giving rise to such suspension no longer exist, in which event the obligations of the Lenders to make Eurodollar Loans shall be suspended. With respect to any Base Rate Loan, if the Administrative Agent determines that adequate and reasonable means do not exist for ascertaining the applicable LIBOR, then the Administrative Agent shall so notify forthwith give notice thereof to the Borrowers Borrower Representative and the Lenders. (b) In the event Administrative Agent shall determine (which determination shall be deemed presumptively correct absent manifest error) that: (i) the circumstances set forth in Section 2.16(a) have arisen and such circumstances are unlikely to be temporary; (ii) a public statement or publication of information (A) by or on behalf of the administrator of LIBOR, or by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over the administrator of LIBOR, in each case, which states that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR; (B) by the administrator of LIBOR that it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy, or (C) by the regulatory supervisor for the administrator of LIBOR or any Governmental Authority having jurisdiction over whereupon until the Administrative Agent announcing notifies the Borrower Representative that LIBOR is the circumstances giving rise to such suspension no longer representative or may no longer be used; (iii) a LIBOR Rate is not published by exist, the administrator for five (5) consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for the administrator of LIBOR; or (iv) a new index rate has become a widely-recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars in the U.S. market; then, Administrative Agent may, in consultation with the Borrowers, amend this Agreement as described below to replace LIBOR with an alternative benchmark rate, and to modify the applicable margins and make other related amendments, in each case giving due consideration to any evolving or then existing convention for similar U.S. Dollar denominated credit facilities, or any selection, endorsement or recommendation by a relevant governmental body with respect to such facilities. The Administrative Agent shall provide notice to the Borrowers and enter into an amendment of this Agreement to reflect the replacement index, adjusted margins and such other related amendments as may be appropriate, in the sole discretion utilization of the Administrative Agent, for LIBOR Quoted Rate component in determining the implementation and administration of the replacement index-based rate; provided, however, any amendment that would have the effect of increasing the L/C Participation Fee Base Rate shall require the consent of the Borrowers. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents (including, without limitation, Section 11.2), such amendment shall become effective without any further action or consent of any other party to this Agreement on the fifth (5th) Business Day after the date that a draft of the amendment is provided to the Lenders, unless be suspended until the Administrative Agent receives, on or before revokes such fifth (5th) Business Day, a written notice from the Required Lenders stating that such Lenders object to such amendment. For the avoidance of doubt, following the date when a determination is made pursuant to subsection (b)(i) above and until a replacement index has been selected and implemented in accordance with the terms and conditions of subsection (b)(ii) above, all Loans shall accrue interest at, and the interest rate shall be, the Base Ratenotice. (c) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, then at such times, such index shall be deemed to be zero for purposes of this Agreement.

Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) In the eventUnless and until an alternative rate has been implemented in accordance with Section 9.2(b) below, if on or prior to the first day of any Interest Period for any Borrowing of LIBOR Rate Eurodollar Loans: (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that deposits in Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist to ascertain the Adjusted LIBO Rate or the LIBO Rate, as applicable (including, without limitation, because the LIBO Screen Rate is not available or published on a current basis), for ascertaining the applicable LIBOR, such Interest Period; or (ii) (x) Banks having thirty-three percent (33%) or more the Required Lenders aggregate amount of the Commitments or Loans reasonably determine and so advise the Administrative Agent that or (Ay) LIBOR as determined by the Administrative Agent reasonably determines that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders Banks or the Administrative Agent, as applicable, of funding their LIBOR Rate Eurodollar Loans for such Interest Period or (B) that the making or funding of LIBOR Rate Loans become impracticable, Period; then the Administrative Agent shall forthwith give written notice thereof to the Borrowers Borrower and the Lenders (which shall be conclusive and binding on Banks by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until the Borrowers Administrative Agent notifies the Borrower and the Lenders)Banks that the circumstances giving rise to such notice no longer exist, and (xA) any request for LIBOR Rate Loans or for a pursuant to Section 2.5(a) that requests the conversion to of any Borrowing to, or continuation of any Borrowing as, a LIBOR Rate Eurodollar Loan shall be automatically withdrawn ineffective and any such Borrower shall be deemed a request for a Base Rate Loancontinued as or converted to, (y) each LIBOR Rate Loan will automaticallyas the case may be, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (zB) the obligations of the Lenders if any request pursuant to make LIBOR Rate Loans Section 2.5(a) requests a Eurodollar Loan, such Borrowing shall be suspended until the Administrative Agent determines that the circumstances giving rise to such suspension no longer exist, in which event the Administrative Agent shall so notify the Borrowers and the Lendersmade as a Base Rate Loan. (b) In Notwithstanding the foregoing, in the event the Administrative Agent shall determine determines (which determination shall be deemed presumptively correct conclusive absent manifest error) that: that (i) the circumstances set forth in Section 2.16(a9.2(a) have arisen and such circumstances are unlikely to be temporary; temporary or (ii) a public statement or publication of information (Athe circumstances set forth in Section 9.2(a)(i) by or on behalf of have not arisen but the administrator of LIBOR, or by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR LIBO Screen Rate or a court or an entity with similar insolvency or resolution governmental authority over the administrator of LIBOR, in each case, which states that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR; (B) by the administrator of LIBOR that it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy, or (C) by the regulatory supervisor for the administrator of LIBOR or any Governmental Authority having jurisdiction over the Administrative Agent announcing that LIBOR is no longer representative or may has made a public statement identifying a specific date after which the LIBO Screen Rate shall no longer be used; (iii) a LIBOR Rate is not published by used for determining interest rates for loans, then the administrator for five (5) consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for the administrator of LIBOR; or (iv) a new index rate has become a widely-recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars in the U.S. market; then, Administrative Agent may, in consultation with and the Borrowers, amend this Agreement as described below Borrower shall endeavor to replace LIBOR with establish an alternative benchmark rate, and alternate rate of interest to modify the applicable margins and make other related amendments, in each case giving LIBO Rate that gives due consideration to any evolving or the then existing prevailing market convention for similar U.S. Dollar denominated credit facilitiesdetermining a rate of interest for syndicated loans in the United States at such time, or any selection, endorsement or recommendation by a relevant governmental body with respect to such facilities. The and the Administrative Agent and the Borrower shall provide notice to the Borrowers and enter into an amendment of to this Agreement to reflect the replacement index, adjusted margins such alternate rate of interest and such other related amendments changes to this Agreement as may be appropriateapplicable (but for the avoidance of doubt, in the sole discretion such related changes shall not include a reduction of the Administrative Agent, for the implementation and administration of the replacement index-based rate; provided, however, any amendment that would have the effect of increasing the L/C Participation Fee shall require the consent of the BorrowersBase Rate). Notwithstanding anything to the contrary in this Agreement or any other Loan Documents (including, without limitation, Section 11.2)11.11, such amendment shall become effective without any further action or consent of any other party to this Agreement on so long as the fifth Administrative Agent shall not have received, within five (5th5) Business Day after Days of the date that a draft notice of the amendment such alternate rate of interest is provided to the Lenders, unless the Administrative Agent receives, on or before such fifth (5th) Business DayBanks, a written notice from the Required Lenders Banks stating that such Lenders Required Banks object to such amendment. For the avoidance Until an alternate rate of doubt, following the date when a determination is made pursuant to subsection (b)(i) above and until a replacement index has been selected and implemented interest shall be determined in accordance with this Section 9.2(b), (x) any request pursuant to Section 2.5(a) that requests the terms conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Loan shall be ineffective and conditions of subsection (b)(ii) aboveany such Borrower shall be continued as or converted to, all Loans shall accrue interest atas the case may be, a Base Rate Loan, and the interest rate (y) if any request pursuant to Section 2.5(a) requests a Eurodollar Loan, such Borrowing shall be, the be made as a Base Rate. (c) Notwithstanding anything to the contrary contained hereinRate Loan; provided that, if at any time the replacement index is such alternate rate of interest determined pursuant to this Section 9.2(b) shall be less than zero, then at such times, such index rate shall be deemed to be zero for the purposes of this Agreement.

Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) In the event, If on or prior to the first day of any Interest Period for any Borrowing of LIBOR Rate Eurodollar Loans: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBORLIBOR (including, without limitation, because the LIBO Screen Rate is not available or published on a current basis), or (ii) the Required Lenders advise the Administrative Agent that (Ai) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their LIBOR Rate Eurodollar Loans for such Interest Period or (Bii) that the making or funding of LIBOR Rate Eurodollar Loans become impracticable, then the Administrative Agent shall forthwith give written notice thereof to the Borrowers and the Lenders (which shall be conclusive and binding on the Borrowers Borrower and the Lenders), and (x) any request for LIBOR Rate Loans or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (y) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (z) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended whereupon until the Administrative Agent determines notifies Borrower that the circumstances giving rise to such suspension no longer exist, in which event the Administrative Agent obligations of the Lenders to make Eurodollar Loans shall so notify the Borrowers be suspended and the Lendersall Loans shall thereafter be issued as, or automatically converted to, Base Rate Loans until such time as such suspension no longer exists. (b) In If at any time the event Administrative Agent shall determine determines (which determination shall be deemed presumptively correct conclusive absent manifest error) that: that (i) the circumstances set forth in Section 2.16(aclause (a)(i) have arisen and such circumstances are unlikely to be temporary; temporary or (ii) a public statement or publication of information the circumstances set forth in clause (Aa)(i) by or on behalf of have not arisen but either (w) the administrator of LIBOR, or by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator LIBO Screen Rate applicable for LIBOR, determining LIBOR has made a resolution authority with jurisdiction over the administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over public statement that the administrator of LIBOR, in each case, which states that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of the statement or publication, LIBO Screen Rate is insolvent (and there is no successor administrator that will continue to provide LIBOR; publication of such LIBO Screen Rate), (Bx) by the administrator of LIBOR that it such LIBO Screen Rate has invoked or made a public statement identifying a specific date after which such LIBO Screen Rate will invoke, permanently or indefinitelyindefinitely cease to be published by it (and there is no successor administrator that will continue publication such LIBO Screen Rate), its insufficient submissions policy, or (Cy) by the regulatory supervisor for the administrator of LIBOR such LIBO Screen Rate has made a public statement identifying a specific date after which such LIBO Screen Rate will permanently or any Governmental indefinitely cease to be published or (z) the supervisor for the administrator of such LIBO Screen Rate or a Government Authority having jurisdiction over the Administrative Agent announcing that LIBOR is no longer representative or has made a public statement identifying a specific date after which such LIBO Screen Rate may no longer be used; (iii) a LIBOR Rate is not published by used for determining interest rates for loans, then the administrator for five (5) consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for the administrator of LIBOR; or (iv) a new index rate has become a widely-recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars in the U.S. market; then, Administrative Agent may, in consultation with the Borrowers, amend this Agreement as described below and Borrower shall endeavor to replace establish an alternate rate of interest to LIBOR with an alternative benchmark rate, and to modify the applicable margins and make other related amendments, in each case giving that gives due consideration to any evolving or the then existing prevailing market convention for similar U.S. Dollar denominated credit facilitiesdetermining a rate of interest for syndicated loans in the United States at such time, or any selection, endorsement or recommendation by a relevant governmental body with respect to such facilities. The Administrative Agent and shall provide notice to the Borrowers and enter into an amendment of to this Agreement to reflect the replacement index, adjusted margins such alternate rate of interest and such other related amendments changes to this Agreement as may be appropriateapplicable (but for the avoidance of doubt, in the sole discretion such related changes shall not include a reduction of the Administrative AgentApplicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the implementation and administration purposes of the replacement index-based rate; provided, however, any amendment that would have the effect of increasing the L/C Participation Fee shall require the consent of the Borrowersthis Agreement. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents (including, without limitation, Section 11.2)11.11, such amendment shall become effective without any further action or consent of any other party to this Agreement on so long as the fifth (5th) Administrative Agent shall not have received, within five Business Day after Days of the date that a draft notice of the amendment such alternate rate of interest is provided to the Lenders, unless the Administrative Agent receives, on or before such fifth (5th) Business Day, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. For the avoidance Until an alternate rate of doubt, following the date when a determination is made pursuant to subsection (b)(i) above and until a replacement index has been selected and implemented interest shall be determined in accordance with this clause (b) (but, in the terms and conditions case of subsection the circumstances described in clause (b)(iiii) aboveof the first sentence of this Section 3.5(b), all only to the extent the LIBO Screen Rate applicable for determining LIBOR for such Interest Period is not available or published at such time on a current basis), (x) any continuation or conversion request that requests the conversion of any Borrowing of Loans to, or continuation of any Borrowing of Loans as, a Eurocurrency Loans shall accrue interest atbe ineffective, and (y) if any Borrowing request requests a Eurocurrency Borrowing of Loans denominated in US Dollars, such Borrowing shall be made as Base Rate Loans; provided that if the interest rate shall be, the Base Rate. (c) Notwithstanding anything circumstances giving rise to the contrary contained herein, if at any time the replacement index is less than zerosuch notice affect only one Type of Borrowing, then at such times, such index the other Type of Borrowing shall be deemed to be zero for purposes of this Agreementpermitted.

Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) In the event, If on or prior to the first day of any Interest Period for any Borrowing of LIBOR Rate Eurodollar Loans: (ia) the Administrative Agent determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the relevant interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBORLIBOR (such Eurodollar Loans, the “Impacted Loans”), or (iib) the Required Lenders advise the Administrative Agent that (Ai) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their LIBOR Rate Loans Eurodollar Loans, respectively, for such Interest Period or (Bii) that the making or funding of LIBOR Rate Eurodollar Loans become impracticable, then the Administrative Agent shall forthwith give written notice thereof to the Borrowers and the Lenders (which shall be conclusive and binding on the Borrowers Borrower and the Lenders), and (x) any request for LIBOR Rate Loans or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (y) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (z) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended whereupon until the Administrative Agent determines notifies the Borrower that the circumstances Table of Contents giving rise to such suspension no longer exist, the obligations of the Lenders to make or maintain Eurodollar Loans shall be suspended; provided that if one or more Lenders suspend maintaining Eurodollar Loans, the Borrower may elect to either prepay or convert such Eurodollar Loans to Base Rate Loans in which event accordance with the provisions of the final sentence of Section 10.1. The Administrative Agent shall not make a determination described in Section 10.2(a), and no Lender shall advise the Administrative Agent shall so notify as described in Section 10.2(b), unless the Borrowers and the Lenders. (b) In the event Administrative Agent shall determine (which determination shall be deemed presumptively correct absent manifest error) that: (i) the circumstances set forth in Section 2.16(a) have arisen and or such circumstances are unlikely to be temporary; (ii) a public statement Lender, as applicable, is then generally making or publication of information (A) by will thereafter generally make similar determinations or on behalf of the administrator of LIBOR, or by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR or a court or an entity with deliver similar insolvency or resolution authority over the administrator of LIBORadvice, in each case, under comparable credit facilities with similar provisions to this Section 10.2 to which states it is a party with borrowers that such administrator has ceased or will cease are similarly situated to provide LIBORand of similar creditworthiness to the Borrower. Notwithstanding the foregoing, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR; (B) by the administrator of LIBOR that it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy, or (C) by the regulatory supervisor for the administrator of LIBOR or any Governmental Authority having jurisdiction over if the Administrative Agent announcing that LIBOR is no longer representative or may no longer be used; has made the determination described in clause (iiia) a LIBOR Rate is not published by of this Section 10.2, the administrator for five (5) consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for the administrator of LIBOR; or (iv) a new index rate has become a widely-recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars in the U.S. market; then, Administrative Agent mayAgent, in consultation with the BorrowersBorrower and the Required Lenders, amend this Agreement as described below to replace LIBOR with may establish an alternative benchmark rate, and to modify interest rate for the applicable margins and make other related amendmentsImpacted Loans, in each case giving due consideration to any evolving or then existing convention for similar U.S. Dollar denominated credit facilitieswhich case, or any selection, endorsement or recommendation by a relevant governmental body such alternative rate of interest shall apply with respect to such facilities. The Administrative Agent shall provide notice to the Borrowers Impacted Loans unless and enter into an amendment of this Agreement to reflect the replacement index, adjusted margins and such other related amendments as may be appropriate, in the sole discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate; provided, however, any amendment that would have the effect of increasing the L/C Participation Fee shall require the consent of the Borrowers. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents until (including, without limitation, Section 11.2), such amendment shall become effective without any further action or consent of any other party to this Agreement on the fifth (5th1) Business Day after the date that a draft of the amendment is provided to the Lenders, unless the Administrative Agent receivesrevokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this Section 10.2, on (2) the Administrative Agent or before such fifth (5th) Business Day, a written notice from the Required Lenders stating notify the Administrative Agent and the Borrower that such Lenders object alternative interest rate does not adequately and fairly reflect the cost to such amendment. For Lenders of funding the avoidance Impacted Loans, or (3) any Lender determines that any Lawlaw 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 doubt, following interest or to determine or charge interest rates based upon such rate or any Governmental Authoritygovernmental authority has imposed material restrictions on the date when a determination is made pursuant authority of such Lender to subsection (b)(i) above do any of the foregoing and until a replacement index has been selected and implemented in accordance with provides the terms and conditions of subsection (b)(ii) above, all Loans shall accrue interest at, Administrative Agent and the interest rate shall be, the Base RateBorrower written notice thereof. (c) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, then at such times, such index shall be deemed to be zero for purposes of this Agreement.

Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) In the event, prior to the first day of any Interest Period for any Borrowing of LIBOR Rate Loansevent that: (i) the Administrative Agent determines that deposits in Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar London Interbank Offered Rate (“LIBOR”) market for such Interest Perioda one-month period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBORDaily LIBOR Rate, or (ii) the Required Lenders advise the Administrative Agent that (A) the Daily LIBOR Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their LIBOR Rate Loans for such Interest Period or (B) that the making or funding of LIBOR Rate Loans become impracticable, then the Administrative Agent shall forthwith give written notice thereof to the Borrowers and the Lenders (which shall be conclusive and binding on the Borrowers and the Lenders), and (x) any request for LIBOR Rate Loans or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (y) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, automatically become a Base Rate Loan, and (z) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended until the Administrative Agent determines that the circumstances giving rise to such suspension no longer exist, in which event the Administrative Agent shall so notify the Borrowers and the Lenders. (b) In the event Administrative Agent shall determine (which determination shall be deemed presumptively correct absent manifest error) that: (i) the circumstances set forth in Section 2.16(a) have arisen and such circumstances are unlikely to be temporary; (ii) a public statement or publication of information (A) by or on behalf of the administrator of LIBOR, or by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over the administrator of LIBOR, in each case, which states that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR; (B) by the administrator of LIBOR that it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy, or (C) by the regulatory supervisor for the administrator of LIBOR or any Governmental Authority having jurisdiction over the Administrative Agent announcing that LIBOR is no longer representative or may no longer be used; (iii) a Daily LIBOR Rate is not published by the administrator for five (5) consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for the administrator of LIBOR; or (iv) a new index rate has become a widely-recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars in the U.S. market; then, Administrative Agent may, in consultation with the Borrowers, amend this Agreement as described below to replace the Daily LIBOR Rate with an alternative benchmark rate, and to modify the applicable margins and make other related amendments, in each case giving due consideration to any evolving or then existing convention for similar U.S. Dollar denominated credit facilities, or any selection, endorsement or recommendation by a relevant governmental body with respect to such facilities. The Administrative Agent shall provide notice to the Borrowers and enter into an amendment of this Agreement to reflect the replacement index, adjusted margins and such other related amendments as may be appropriate, in the sole discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate; provided, however, any amendment that would have the effect of increasing the L/C Participation Fee shall require the consent of the Borrowers. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents (including, without limitation, Section 11.2), such amendment shall become effective without any further action or consent of any other party to this Agreement on the fifth (5th) Business Day after the date that a draft of the amendment is provided to the Lenders, unless the Administrative Agent receives, on or before such fifth (5th) Business Day, a written notice from the Required Lenders stating that such Lenders object to such amendment. For the avoidance of doubt, following the date when a determination is made pursuant to subsection (b)(i) above and until a replacement index has been selected and implemented in accordance with the terms and conditions of subsection (b)(ii) above, all Loans shall accrue interest at, and the interest rate shall be, the Base Rate. (c) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero0.50%, then at such times, such index shall be deemed to be zero 0.50% for purposes of this Agreement.

Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) In the event, If on or prior to the first day of any Interest Period for any Borrowing of LIBOR Rate Eurodollar Loans: (ia) the Administrative Agent determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or (iib) the Required Lenders advise the Administrative Agent that (Ai) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their LIBOR Rate Eurodollar Loans for such Interest Period or (Bii) that the making or funding of LIBOR Rate Eurodollar Loans become impracticable, then the Administrative Agent shall forthwith give written notice thereof to the Borrowers and the Lenders (which shall be conclusive and binding on the Borrowers Borrower and the Lenders), and (x) any request for LIBOR Rate Loans or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (y) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (z) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended whereupon until the Administrative Agent determines notifies the Borrower that the circumstances giving rise to such suspension no longer exist, in which event the obligations of the Lenders to make Eurodollar Loans shall be suspended. If at any time the Administrative Agent shall so notify the Borrowers and the Lenders. (b) In the event Administrative Agent shall determine determines (which determination shall be deemed presumptively correct conclusive absent manifest error) that: that (i) the circumstances set forth in Section 2.16(aclause (a) above have arisen and such circumstances are unlikely to be temporary; , (ii) LIBOR is no longer a public statement widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market or publication of information (Aiii) by or on behalf of the administrator of LIBOR, or by circumstances set forth in clause (a) have not arisen but the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR Index Rate or a court or an entity with similar insolvency or resolution authority over the administrator of LIBOR, in each case, which states that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR; (B) by the administrator of LIBOR that it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy, or (C) by the regulatory supervisor for the administrator of LIBOR or any Governmental Authority having jurisdiction over the Administrative Agent announcing that has made a public statement identifying a specific date after which the LIBOR is no longer representative or may Index Rate shall no longer be used; (iii) a LIBOR Rate is not published by used for determining interest rates for loans, then the administrator for five (5) consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for the administrator of LIBOR; or (iv) a new index rate has become a widely-recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars in the U.S. market; then, Administrative Agent may, in consultation with and the Borrowers, amend this Agreement as described below Borrower shall endeavor to replace establish an alternate rate of interest to LIBOR with an alternative benchmark rate, and to modify the applicable margins and make other related amendments, in each case giving that gives due consideration to any evolving or the then existing prevailing market convention for similar U.S. Dollar denominated credit facilitiesdetermining a rate of interest for syndicated loans in the United States at such time, or any selection, endorsement or recommendation by a relevant governmental body with respect to such facilities. The Administrative Agent and shall provide notice to the Borrowers and enter into an amendment of to this Agreement to reflect the replacement index, adjusted margins such alternate rate of interest and such other related amendments changes to this Agreement as may be appropriate, in the sole discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate; provided, however, any amendment that would have the effect of increasing the L/C Participation Fee shall require the consent of the Borrowersapplicable. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents (including, without limitation, Section 11.2)12.13, such amendment shall become effective without any further action or consent of any other party to this Agreement on so long as the fifth Administrative Agent shall not have received, within five (5th5) Business Day after Days of the date that a draft copy of the such amendment is provided to the Lenders, unless the Administrative Agent receives, on or before such fifth (5th) Business Day, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. For the avoidance Until an alternate rate of doubt, following the date when a determination is made pursuant to subsection (b)(i) above and until a replacement index has been selected and implemented interest shall be determined in accordance with this section, (x) any borrowing request that requests the terms and conditions conversion of subsection (b)(ii) aboveany Borrowing to, all or continuation of any Borrowing as, Eurodollar Loans shall accrue interest atbe ineffective, and the interest rate (y) any borrowing request that requests a Borrowing of Eurodollar Loans, shall be, the be made as a Borrowing of Base Rate. (c) Notwithstanding anything to the contrary contained hereinRate Loans; provided that, if at any time the replacement index is such alternate rate of interest shall be less than zero, then at such times, such index rate shall be deemed to be zero for the purposes of this Agreement.

Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) In the event, If on or prior to the first day of any Interest Period for any Borrowing of LIBOR Rate Eurocurrency Loans: (i) the Administrative Agent determines that deposits in U.S. Dollars or Alternative Currency, as applicable, (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or (ii) the Required Lenders advise the Administrative Agent that (Ai) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their LIBOR Rate Eurocurrency Loans for such Interest Period or (Bii) that the making or funding of LIBOR Rate Eurocurrency Loans become impracticable, then the Administrative Agent shall forthwith give written notice thereof to the Borrowers and the Lenders (which shall be conclusive and binding on the Borrowers Company and the Lenders), and (x) any request for LIBOR Rate Loans or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (y) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (z) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended whereupon until the Administrative Agent determines notifies the Company that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Eurocurrency Loans in which event the Administrative Agent shall so notify the Borrowers and the Lenders. (b) In the event Administrative Agent shall determine (which determination affected Alternative Currency shall be deemed presumptively correct absent manifest error) that:suspended. (i) the circumstances set forth in Section 2.16(a) have arisen and such circumstances are unlikely to be temporary; (ii) a public statement or publication of information (A) by or on behalf of the administrator of LIBOR, or by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over the administrator of LIBOR, in each case, which states that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR; (B) by the administrator of LIBOR that it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy, or (C) by the regulatory supervisor for the administrator of LIBOR or any Governmental Authority having jurisdiction over the Administrative Agent announcing that LIBOR is no longer representative or may no longer be used; (iii) a LIBOR Rate is not published by the administrator for five (5) consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for the administrator of LIBOR; or (iv) a new index rate has become a widely-recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars in the U.S. market; then, Administrative Agent may, in consultation with the Borrowers, amend this Agreement as described below to replace LIBOR with an alternative benchmark rate, and to modify the applicable margins and make other related amendments, in each case giving due consideration to any evolving or then existing convention for similar U.S. Dollar denominated credit facilities, or any selection, endorsement or recommendation by a relevant governmental body with respect to such facilities. The Administrative Agent shall provide notice to the Borrowers and enter into an amendment of this Agreement to reflect the replacement index, adjusted margins and such other related amendments as may be appropriate, in the sole discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate; provided, however, any amendment that would have the effect of increasing the L/C Participation Fee shall require the consent of the Borrowers. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents Document, if the Administrative Agent determines (including, without limitation, Section 11.2which determination shall be conclusive absent manifest error), or the Company or Required Lenders notify the Administrative Agent that the Company or Required Lenders (as applicable) have determined, that: (A) adequate and reasonable means do not exist for ascertaining LIBOR in a relevant currency for any requested Interest Period, including because a LIBOR for such currency is not available or published on a current basis and such circumstances are unlikely to be temporary; or (B) the administrator of the LIBOR index rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR index rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or (C) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice from the Company or Required Lenders, the Administrative Agent shall give notice thereof to the Company and the Lenders, as applicable. Thereafter, the Administrative Agent and the Company may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. (Chicago time) on the fifth (5th) Business Day after the date that a draft of Administrative Agent shall have posted such proposed amendment to all Lenders and the amendment is provided Company unless, prior to such time, Lenders comprising the Lenders, unless Required Lenders have delivered to the Administrative Agent receives, on or before such fifth (5th) Business Day, a written notice from the that such Required Lenders stating that such Lenders object to do not accept such amendment. For . (ii) If no LIBOR Successor Rate has been determined and the avoidance of doubt, following the date when a determination is made pursuant to subsection circumstances under clause (b)(ii) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Company and until a replacement index has been selected and implemented in accordance with each Lender. Thereafter, (x) the terms and conditions obligation of subsection (b)(ii) above, all the Lenders to make or maintain Eurocurrency Loans shall accrue interest atbe suspended, (to the extent of the affected Eurocurrency Loans or Interest Periods), and (y) the interest rate LIBOR Quoted Rate component shall be, no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Loans (to the extent of the affected Eurocurrency Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of (i) for up to ninety (90) days following receipt of such notice, Loans bearing interest at the Federal Fund Rate plus 1/2 of 1% plus the Applicable Margin for Eurocurrency Loans and (ii) thereafter, Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. (ciii) Notwithstanding anything to the contrary contained else herein, if at any time the replacement index is definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero, then at such times, such index shall be deemed to be zero for purposes of this Agreement.. As used above:

Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) In the event, If on or prior to the first day of any Interest Period for any Borrowing of LIBOR Rate Eurodollar Loans: (ia) the Administrative Agent determines that deposits in Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or (iib) the Required Lenders advise the Administrative Agent that (Ai) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their LIBOR Rate Eurodollar Loans for such Interest Period or (Bii) that the making or funding of LIBOR Rate Eurodollar Loans has become impracticable, then the Administrative Agent shall forthwith give written notice thereof to the Borrowers and the Lenders (which shall be conclusive and binding on the Borrowers Borrower Representative and the Lenders), and (x) any request for LIBOR Rate Loans or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (y) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (z) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended whereupon until the Administrative Agent determines notifies the Borrower Representative that the circumstances giving rise to such suspension no longer exist, in which event the Administrative Agent shall so notify obligations of the Borrowers and the Lenders. (b) In the event Administrative Agent shall determine (which determination Lenders to make Eurodollar Loans, as applicable, shall be deemed presumptively correct absent manifest error) that: (i) the circumstances set forth in Section 2.16(a) have arisen and such circumstances are unlikely to be temporary; (ii) a public statement or publication of information (A) by or on behalf of the administrator of LIBOR, or by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over the administrator of LIBOR, in each case, which states that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR; (B) by the administrator of LIBOR that it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy, or (C) by the regulatory supervisor for the administrator of LIBOR or any Governmental Authority having jurisdiction over the Administrative Agent announcing that LIBOR is no longer representative or may no longer be used; (iii) a LIBOR Rate is not published by the administrator for five (5) consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for the administrator of LIBOR; or (iv) a new index rate has become a widely-recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars in the U.S. market; then, Administrative Agent may, in consultation with the Borrowers, amend this Agreement as described below to replace LIBOR with an alternative benchmark rate, and to modify the applicable margins and make other related amendments, in each case giving due consideration to any evolving or then existing convention for similar U.S. Dollar denominated credit facilities, or any selection, endorsement or recommendation by a relevant governmental body with respect to such facilities. The Administrative Agent shall provide notice to the Borrowers and enter into an amendment of this Agreement to reflect the replacement index, adjusted margins and such other related amendments as may be appropriate, in the sole discretion of the Administrative Agent, for the implementation and administration of the replacement index-based ratesuspended; provided, however, any amendment that would have the effect subject to all of increasing the L/C Participation Fee shall require the consent of the Borrowers. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents (including, without limitation, Section 11.2), such amendment shall become effective without any further action or consent of any other party to this Agreement on the fifth (5th) Business Day after the date that a draft of the amendment is provided to the Lenders, unless the Administrative Agent receives, on or before such fifth (5th) Business Day, a written notice from the Required Lenders stating that such Lenders object to such amendment. For the avoidance of doubt, following the date when a determination is made pursuant to subsection (b)(i) above and until a replacement index has been selected and implemented in accordance with the terms and conditions of subsection (b)(ii) abovethis Agreement, all the Borrower Representative may then elect to borrow the principal amount of the affected Eurodollar Loans from the Lenders by means of Base Rate Loans from such Lender, which Base Rate Loans shall accrue interest at, and not be made ratably by the interest rate shall be, the Base RateLenders but only from such affected Lender. (c) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, then at such times, such index shall be deemed to be zero for purposes of this Agreement.

Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) In the event, If on or prior to the first day of any Interest Period for any Borrowing of Eurodollar Loans or on any day with respect to Daily Floating LIBOR Rate Loans: (ia) the Administrative Agent determines that deposits in Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR and/or Daily Floating LIBOR, as applicable, or (iib) the Required Lenders advise the Administrative Agent that (Ai) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their LIBOR Rate Eurodollar Loans for such Interest Period and/or Daily Floating LIBOR will not adequately and fairly reflect the cost to such Lenders of funding their Daily Floating LIBOR Loans, as applicable or (Bii) that the making or funding of Eurodollar Loans and/or Daily Floating LIBOR Rate Loans Loans, as applicable, has become impracticable, then the Administrative Agent shall forthwith give written notice thereof to the Borrowers and the Lenders (which shall be conclusive and binding on the Borrowers Borrower Representative and the Lenders), and whereupon (x) any request for LIBOR Rate Loans or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (y) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (z) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended until the Administrative Agent determines notifies Borrower Representative that the circumstances giving rise to such suspension no longer exist, in which event the Administrative Agent shall so notify obligations of the Borrowers and the Lenders. (b) In the event Administrative Agent shall determine (which determination Lenders to make Eurodollar Loans and/or Daily Floating LIBOR Loans, as applicable, shall be deemed presumptively correct absent manifest errorsuspended and (y) that: (i) on the circumstances set forth in Section 2.16(a) have arisen and such circumstances are unlikely to be temporary; (ii) a public statement or publication of information (A) by or on behalf last day of the administrator of LIBORcurrent Interest Period for each Eurodollar Loan and/or Daily Floating LIBOR Loan, as applicable (or such earlier date as requested by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over the administrator of LIBOR, in each case, which states that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR; (B) by the administrator of LIBOR that it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy, or (C) by the regulatory supervisor for the administrator of LIBOR or any Governmental Authority having jurisdiction over the Administrative Agent announcing that LIBOR is no longer representative or may no longer be used; (iii) a LIBOR Rate is not published by the administrator for five (5) consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for the administrator of LIBOR; or (iv) a new index rate has become a widely-recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars in the U.S. market; then, Administrative Agent may, in consultation with the Borrowers, amend this Agreement as described below to replace LIBOR with an alternative benchmark rate, and to modify the applicable margins and make other related amendments, in each case giving due consideration to any evolving or then existing convention for similar U.S. Dollar denominated credit facilities, or any selection, endorsement or recommendation by a relevant governmental body with respect to such facilities. The Administrative Agent shall provide notice to the Borrowers and enter into an amendment of this Agreement to reflect the replacement index, adjusted margins and such other related amendments as may be appropriate, in the sole discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate; provided, however, any amendment that would have the effect of increasing the L/C Participation Fee shall require the consent of the Borrowers. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents (including, without limitation, Section 11.2), such amendment shall become effective without any further action or consent of any other party to this Agreement on the fifth (5th) Business Day after the date that a draft of the amendment is provided to the LendersLoan shall, unless the Administrative Agent receivesthen repaid in full, on or before such fifth (5th) Business Day, automatically convert to a written notice from the Required Lenders stating that such Lenders object to such amendment. For the avoidance of doubt, following the date when a determination is made pursuant to subsection (b)(i) above and until a replacement index has been selected and implemented in accordance with the terms and conditions of subsection (b)(ii) above, all Loans shall accrue interest at, and the interest rate shall be, the Base RateRate Loan.” (cj) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, then at such times, such index shall be deemed to be zero for purposes of this Agreement.Section 8.7(a)(iv) (

Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) In the event, If on or prior to the first day of any Interest Period for any Borrowing of LIBOR Rate Loans: (ia) the Administrative Agent determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest PeriodPeriod (such LIBOR Loan, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR“Impacted Loans”), or (iib) the Required Lenders advise the Administrative Agent that (Ai) LIBOR as determined by the Administrative Agent Agent, acting reasonably, will not adequately and fairly reflect the cost to such Lenders of funding their LIBOR Rate Loans Loans, respectively, for such Interest Period or (Bii) that the making or funding of LIBOR Rate Loans become impracticable, then the Administrative Agent shall forthwith give written notice thereof to the Borrowers and the Lenders (which shall be conclusive and binding on the Borrowers Borrower and the Lenders), and (x) any request for LIBOR Rate Loans or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (y) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (z) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended whereupon until the Administrative Agent determines notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make or maintain LIBOR Loans shall be suspended; provided that if one or more Lenders suspend maintaining LIBOR Loans, the Borrower may elect to either prepay or convert such LIBOR Loans to Base Rate Loans in which event accordance with the provisions of the final sentence of Section 10.1. The Administrative Agent shall not make a determination described in Section 10.2(a), and no Lender shall advise the Administrative Agent shall so notify as described in Section 10.2(b), unless the Borrowers and the Lenders. (b) In the event Administrative Agent shall determine (which determination shall be deemed presumptively correct absent manifest error) that: (i) the circumstances set forth in Section 2.16(a) have arisen and or such circumstances are unlikely to be temporary; (ii) a public statement Lender, as applicable, is then generally making or publication of information (A) by will thereafter generally make similar determinations or on behalf of the administrator of LIBOR, or by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR or a court or an entity with deliver similar insolvency or resolution authority over the administrator of LIBORadvice, in each case, under comparable credit facilities with similar provisions to this Section 10.2 to which states it is a party with borrowers that such administrator has ceased or will cease are similarly situated to provide LIBORand of similar creditworthiness to the Borrower. Notwithstanding the foregoing, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR; (B) by the administrator of LIBOR that it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy, or (C) by the regulatory supervisor for the administrator of LIBOR or any Governmental Authority having jurisdiction over if the Administrative Agent announcing that LIBOR is no longer representative or may no longer be used; has made the determination described in clause (iiia) a LIBOR Rate is not published by of this Section 10.2, the administrator for five (5) consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for the administrator of LIBOR; or (iv) a new index rate has become a widely-recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars in the U.S. market; then, Administrative Agent mayAgent, in consultation with the BorrowersBorrower and the Required Lenders, amend this Agreement as described below to replace LIBOR with may establish an alternative benchmark rate, and to modify interest rate for the applicable margins and make other related amendmentsImpacted Loans, in each case giving due consideration to any evolving or then existing convention for similar U.S. Dollar denominated credit facilitieswhich case, or any selection, endorsement or recommendation by a relevant governmental body such alternative rate of interest shall apply with respect to such facilities. The Administrative Agent shall provide notice to the Borrowers Impacted Loans unless and enter into an amendment of this Agreement to reflect the replacement index, adjusted margins and such other related amendments as may be appropriate, in the sole discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate; provided, however, any amendment that would have the effect of increasing the L/C Participation Fee shall require the consent of the Borrowers. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents until (including, without limitation, Section 11.2), such amendment shall become effective without any further action or consent of any other party to this Agreement on the fifth (5th1) Business Day after the date that a draft of the amendment is provided to the Lenders, unless the Administrative Agent receivesrevokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this Section 10.2, on (2) the Administrative Agent or before such fifth (5th) Business Day, a written notice from the Required Lenders stating notify the Administrative Agent and the Borrower that such Lenders object alternative interest rate does not adequately and fairly reflect the cost to such amendment. For Lenders of funding the avoidance 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 doubt, following interest or to determine or charge interest rates based upon such rate or any governmental authority has imposed material restrictions on the date when a determination is made pursuant authority of such Lender to subsection (b)(i) above do any of the foregoing and until a replacement index has been selected and implemented in accordance with provides the terms and conditions of subsection (b)(ii) above, all Loans shall accrue interest at, Administrative Agent and the interest rate shall be, the Base RateBorrower written notice thereof. (c) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, then at such times, such index shall be deemed to be zero for purposes of this Agreement.

Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) In the event, If on or prior to the first day of any Interest Period for any Borrowing of LIBOR Rate Eurodollar Loans: (i) the Administrative Agent determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or (ii) the Required Lenders advise the Administrative Agent that (A) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their LIBOR Rate Eurodollar Loans for such Interest Period or (B) that the making or funding of LIBOR Rate Eurodollar Loans become impracticable, then the Administrative Agent shall forthwith give written notice thereof to the Borrowers and the Lenders (which shall be conclusive and binding on the Borrowers Borrower and the Lenders), and (x) any request for LIBOR Rate Loans or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (y) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (z) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended whereupon until the Administrative Agent determines notifies the Borrower that the circumstances giving rise to such suspension no longer exist, in which event the Administrative Agent obligations of the Lenders to make Eurodollar Loans shall so notify the Borrowers and the Lendersbe suspended. (b) In If at any time the event Administrative Agent shall determine determines (which determination shall be deemed presumptively correct conclusive absent manifest error) that: that (i) the circumstances set forth in Section 2.16(aclause (a)(i) have arisen and such circumstances are unlikely to be temporary; temporary or (ii) a public statement or publication of information the circumstances set forth in clause (Aa)(i) by or on behalf of have not arisen but the administrator of LIBOR, or by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR Index Rate or a court or an entity with similar insolvency or resolution authority over the administrator of LIBOR, in each case, which states that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR; (B) by the administrator of LIBOR that it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy, or (C) by the regulatory supervisor for the administrator of LIBOR or any Governmental Authority having jurisdiction over the Administrative Agent announcing that has made a public statement identifying a specific date after which the LIBOR is no longer representative or may Index Rate shall no longer be used; (iii) a LIBOR Rate is not published by used for determining interest rates for loans, then the administrator for five (5) consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for the administrator of LIBOR; or (iv) a new index rate has become a widely-recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars in the U.S. market; then, Administrative Agent mayAgent, in consultation with the BorrowersBorrower, amend this Agreement as described below shall establish an alternate rate of interest to replace the LIBOR with an alternative benchmark rate, and to modify the applicable margins and make other related amendments, in each case giving Index Rate that gives due consideration to any evolving or the then existing prevailing market convention for similar U.S. Dollar denominated credit facilitiesdetermining a rate of interest for syndicated loans in the United States at such time, or any selection, endorsement or recommendation by a relevant governmental body with respect to such facilities. The and the Administrative Agent and the Borrower shall provide notice to the Borrowers and enter into an amendment of to this Agreement to reflect the replacement index, adjusted margins such alternate rate of interest and such other related amendments changes to this Agreement as may be appropriate, in the sole discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate; provided, however, any amendment that would have the effect of increasing the L/C Participation Fee shall require the consent of the Borrowersapplicable. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents (including, without limitation, Section 11.2)13.3, such amendment shall become effective without any further action or consent of any other party to this Agreement on so long as the fifth Administrative Agent shall not have received, within five (5th5) Business Day after Days of the date that a draft notice of the amendment such alternate rate of interest is provided to the Lenders, unless the Administrative Agent receives, on or before such fifth (5th) Business Day, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. For the avoidance Until an alternate rate of doubt, following the date when a determination is made pursuant to subsection (b)(i) above and until a replacement index interest has been selected and implemented determined in accordance with this clause (b) (but, in the terms and conditions case of the circumstances described in clause (ii) of the first sentence of this subsection (b)(iib), only to the extent the LIBOR Index Rate for such Interest Period is not available or published at such time on a current basis), (x) aboveany notice that requests the conversion of any Borrowing to, all Loans or continuation of any Borrowing as, a Eurodollar Loan shall accrue interest atbe ineffective, and the interest rate shall be, the Base Rate. (cy) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, then at such timesBorrowing notice requests a Eurodollar Loan, such index Borrowing shall be deemed to be zero for purposes of this Agreementmade as a Base Rate Loan.

Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. Unless and until a Benchmark Replacement is implemented in accordance with clause (ac) In the eventbelow, if on or prior to the first day of any Interest Period for any Borrowing of LIBOR Rate Eurodollar Loans: (ia) the Administrative Agent determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBORLIBOR for such Interest Period, or (iib) the Required Lenders advise the Administrative Agent that (Ai) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their LIBOR Rate Eurodollar Loans for such Interest Period or (Bii) that the making or funding of LIBOR Rate Eurodollar Loans become impracticable, then the Administrative Agent shall forthwith give written notice thereof to the Borrowers and the Lenders (which shall be conclusive and binding on the Borrowers Borrower and the Lenders), and (x) any request for LIBOR Rate Loans or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (y) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (z) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended whereupon until the Administrative Agent determines notifies the Borrower that the circumstances giving rise to such suspension notice no longer exist, in which event the Administrative Agent shall so notify the Borrowers and the Lenders. (b) In the event Administrative Agent shall determine (which determination shall be deemed presumptively correct absent manifest error) that: then (i) any notice of the circumstances set forth in Section 2.16(a) have arisen Borrower that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of Eurodollar Loans with an Interest Period having the duration of such Interest Period shall be ineffective and such circumstances are unlikely to be temporary; (ii) a public statement or publication of information (A) by or on behalf if any notice of the administrator Borrower that requests a Borrowing of LIBOREurodollar Loans with an Interest Period having the duration of such Interest Period, or by such Borrowing shall be made as a Eurodollar Borrowing having an Interest Period with the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over the administrator of LIBOR, in each case, which states that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR; (B) by the administrator of LIBOR that it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy, or (C) by the regulatory supervisor for the administrator of LIBOR or any Governmental Authority having jurisdiction over the Administrative Agent announcing that LIBOR is no longer representative or may no longer be used; (iii) a LIBOR Rate is not published by the administrator for five (5) consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for the administrator of LIBOR; or (iv) a new index rate has become a widely-recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars shortest available duration described in the U.S. market; then, Administrative Agent may, in consultation with the Borrowers, amend this Agreement as described below to replace LIBOR with an alternative benchmark rate, and to modify the applicable margins and make other related amendments, in each case giving due consideration to any evolving or then existing convention for similar U.S. Dollar denominated credit facilities, or any selection, endorsement or recommendation by a relevant governmental body with respect to such facilities. The Administrative Agent shall provide notice to the Borrowers and enter into an amendment definition of this Agreement to reflect the replacement index, adjusted margins and such other related amendments as may be appropriate“Interest Period” or, in the sole discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate; provided, however, any amendment that would have the effect of increasing the L/C Participation Fee shall require the consent of the Borrowers. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents (including, without limitation, Section 11.2), such amendment shall become effective without any further action or consent absence of any other party to this Agreement on the fifth (5th) Business Day after the date that such available duration, as a draft Borrowing of the amendment is provided to the Lenders, unless the Administrative Agent receives, on or before such fifth (5th) Business Day, a written notice from the Required Lenders stating that such Lenders object to such amendment. For the avoidance of doubt, following the date when a determination is made pursuant to subsection (b)(i) above and until a replacement index has been selected and implemented in accordance with the terms and conditions of subsection (b)(ii) above, all Loans shall accrue interest at, and the interest rate shall be, the Base RateRate Loans. (c) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, then at such times, such index shall be deemed to be zero for purposes of this Agreement.

Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) In the event, If on or prior to the first day of any Interest Period for any Borrowing of LIBOR Rate Eurodollar Loans: (ia) the Administrative Agent determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or (iib) the Required Lenders advise the Administrative Agent that (Ai) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their LIBOR Rate Eurodollar Loans for such Interest Period or (Bii) that the making or funding of LIBOR Rate Eurodollar Loans become impracticable, then the Administrative Agent shall forthwith give written notice thereof to the Borrowers and the Lenders (which shall be conclusive and binding on the Borrowers Borrower and the Lenders), and (x) any request for LIBOR Rate Loans or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (y) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (z) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended whereupon until the Administrative Agent determines notifies the Borrower that the circumstances giving rise to such suspension no longer exist, in which event the obligations of the Lenders to make Eurodollar Loans shall be suspended. If at any time the Administrative Agent shall so notify the Borrowers and the Lenders. (b) In the event Administrative Agent shall determine determines (which determination shall be deemed presumptively correct conclusive absent manifest error) that: that (i) the circumstances set forth in Section 2.16(aclause (a) above have arisen and such circumstances are unlikely to be temporary; temporary or (ii) a public statement or publication of information the circumstances set forth in clause (Aa) by or on behalf of have not arisen but the administrator of LIBOR, or by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR Index Rate or a court or an entity with similar insolvency or resolution authority over the administrator of LIBOR, in each case, which states that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR; (B) by the administrator of LIBOR that it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy, or (C) by the regulatory supervisor for the administrator of LIBOR or any Governmental Authority having jurisdiction over the Administrative Agent announcing that has made a public statement identifying a specific date after which the LIBOR is no longer representative or may Index Rate shall no longer be used; (iii) a LIBOR Rate is not published by used for determining interest rates for loans, then the administrator for five (5) consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for the administrator of LIBOR; or (iv) a new index rate has become a widely-recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars in the U.S. market; then, Administrative Agent may, in consultation with and the Borrowers, amend this Agreement as described below Borrower shall endeavor to replace establish an alternate rate of interest to LIBOR with an alternative benchmark rate, and to modify the applicable margins and make other related amendments, in each case giving that gives due consideration to any evolving or the then existing prevailing market convention for similar U.S. Dollar denominated credit facilitiesdetermining a rate of interest for syndicated loans in the United States at such time, or any selection, endorsement or recommendation by a relevant governmental body with respect to such facilities. The Administrative Agent and shall provide notice to the Borrowers and enter into an amendment of to this Agreement to reflect the replacement index, adjusted margins such alternate rate of interest and such other related amendments changes to this Agreement as may be appropriate, in the sole discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate; provided, however, any amendment that would have the effect of increasing the L/C Participation Fee shall require the consent of the Borrowersapplicable. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents (including, without limitation, Section 11.2)12.11, such amendment shall become effective without any further action or consent of any other party to this Agreement on so long as the fifth (5th) Administrative Agent shall not have received, within five Business Day after Days of the date that a draft notice of the amendment such alternate rate of interest is provided to the Lenders, unless the Administrative Agent receives, on or before such fifth (5th) Business Day, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. For the avoidance Until an alternate rate of doubt, following the date when a determination is made pursuant to subsection (b)(i) above and until a replacement index has been selected and implemented interest shall be determined in accordance with this section, (x) any borrowing request that requests the terms and conditions conversion of subsection (b)(ii) aboveany Borrowing to, all or continuation of any Borrowing as, Eurodollar Loans shall accrue interest atbe ineffective, and the interest rate (y) any borrowing request that requests a Borrowing of Eurodollar Loans, shall be, the be made as a Borrowing of Base Rate. (c) Notwithstanding anything to the contrary contained hereinRate Loans; provided that, if at any time the replacement index is such alternate rate of interest shall be less than zero, then at such times, such index rate shall be deemed to be zero for the purposes of this Agreement.

Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) In the eventIf, on or prior to the first day of any Interest Period for any Borrowing of LIBOR Rate Eurodollar Loans: (i) the Administrative Agent determines that deposits in Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or (ii) the Required Lenders advise the Administrative Agent that (Ai) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their LIBOR Rate Eurodollar Loans for such Interest Period or (Bii) that the making or funding of LIBOR Rate Eurodollar Loans become impracticable, then the Administrative Agent shall forthwith give written notice thereof to the Borrowers and the Lenders (which shall be conclusive and binding on the Borrowers Borrower and the Lenders), and (xA) any request for LIBOR Rate Loans a Eurodollar Loan or for a conversion to or continuation of a LIBOR Rate Eurodollar Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (yB) each LIBOR Rate Eurodollar Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (zC) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended until the Administrative Agent determines notifies the Borrower that the circumstances giving rise to such suspension no longer exist, in which event the Administrative Agent obligations of Lenders to make Eurodollar Loans shall so notify the Borrowers and the Lendersbe suspended. (b) In the event the Administrative Agent shall determine (which determination shall be deemed presumptively correct absent manifest error) or be notified by the Required Lenders that: (i) the circumstances set forth in Section 2.16(aclause (a)) above have arisen and such circumstances are unlikely to be temporary; (ii) a public statement or publication of information (A) by or on behalf of the administrator of LIBOR, ; or by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over the administrator of for LIBOR, ; in each case, case which states that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR; , (B) by the administrator of LIBOR that it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy, or (C) by the regulatory supervisor for the administrator of LIBOR or any Governmental Authority having jurisdiction over the Administrative Agent announcing that LIBOR is no longer representative or may no longer be used; (iii) a LIBOR Rate rate is not published by the administrator of LIBOR for five (5) consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for the administrator of LIBOR; or (iv) a new index rate has become a widely-recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars in the U.S. market; then, in any such case, the Administrative Agent mayAgent, in consultation with the Borrowersconsent of the Borrower, may amend this Agreement as described below to replace LIBOR with an alternative benchmark rate, and to modify the applicable margins and make other related amendments, in each case giving due consideration to any evolving or then existing convention for similar U.S. Dollar dollar denominated credit facilities, or any selection, endorsement or recommendation by a relevant governmental body with respect to such facilities. The Administrative Agent and the Borrower shall provide notice to the Borrowers and enter into an amendment of this Agreement to reflect the replacement index, adjusted margins and such other related amendments as may be appropriate, in the sole discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate; provided, however, any amendment that would have the effect of increasing the L/C Participation Fee shall require the consent of the Borrowers. Notwithstanding anything to the contrary in this Agreement or any the other Loan Documents (including, without limitation, Section 11.211.4), such amendment shall become effective without any further action or consent of any other party to this Agreement on the fifth (5th) Business Day after the date that a draft of the amendment is provided to the Lenders, unless the Administrative Agent receives, on or before such fifth (5th) Business Day, a written notice from the Required Lenders stating that such Lenders object to such amendment. For the avoidance of doubt, following the date when a determination is made pursuant to subsection (b)(ithis Section 9.3(b) above and until a replacement index has been selected and implemented in accordance with the terms and conditions of subsection (b)(ii) aboveset forth herein, all Loans shall accrue interest atas Base Rate Loans, and the interest rate shall be, be based upon the Base Rate. (c) . Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, then at such times, such index shall be deemed to be zero for purposes of this Agreement. 2.20. Section 11 of the Credit Agreement is amended to add a new section to the end thereof to read in its entirety as follows:

Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. IfDetermine Rates; Effect of Benchmark Transition Event. (a) In the eventSubject to Section 10.2(b), if, on or prior to the first day of any (i) Borrowing of any Daily Simple SOFR Rate Loans or (ii) Interest Period for any Borrowing of LIBOR Eurodollar LoansTerm SOFR Rate LoansLoan: (ia) the Administrative Agent determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBORLIBORi) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” or “Daily Simple SOFR” cannot be determined pursuant to the definition thereof, or or (iibii) the Required Lenders advise the Administrative Agent that (Ai) LIBOR as determined by the Administrative Agent will willdetermine that for any reason in connection with any request for a Daily Simple SOFR Rate Loan or Term SOFR Rate Loan, as applicable or a conversion thereto or a continuation thereof that Daily Simple SOFR or Term SOFR, as applicable, for any requested Interest Period with respect to a proposed Term SOFR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding their LIBOR Rate Eurodollar Loans for such Interest Period or (Bii) that the making or funding of LIBOR Rate Eurodollar Loans become impracticableimpracticablesuch Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall forthwith give written notice thereof to the Borrowers and the Lenders (which shall be conclusive and binding on the Borrowers Borrower and the Lenders), and (x) any request for LIBOR Rate Loans or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (y) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (z) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended whereupon until the Administrative Agent determines notifies the Borrower that the circumstances giving rise to such suspension no longer exist, in which event the Administrative Agent obligations of the Lenders to make Eurodollar Loans shall so notify the Borrowers and the Lenders.be suspended (b) In the event Administrative Agent shall determine (which determination shall be deemed presumptively correct absent manifest error) that: (i) the circumstances set forth in Section 2.16(a) have arisen and such circumstances are unlikely to be temporary; (ii) a public statement or publication of information (A) by or on behalf of the administrator of LIBOR, or by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over the administrator of LIBOR, in each case, which states that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR; (B) by the administrator of LIBOR that it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy, or (C) by the regulatory supervisor for the administrator of LIBOR or any Governmental Authority having jurisdiction over the Administrative Agent announcing that LIBOR is no longer representative or may no longer be used; (iii) a LIBOR Rate is not published by the administrator for five (5) consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for the administrator of LIBOR; or (iv) a new index rate has become a widely-recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars in the U.S. market; then, Administrative Agent may, in consultation with the Borrowers, amend this Agreement as described below to replace LIBOR with an alternative benchmark rate, and to modify the applicable margins and make other related amendments, in each case giving due consideration to any evolving or then existing convention for similar U.S. Dollar denominated credit facilities, or any selection, endorsement or recommendation by a relevant governmental body with respect to such facilities. The Administrative Agent shall provide notice to the Borrowers and enter into an amendment of this Agreement to reflect the replacement index, adjusted margins and such other related amendments as may be appropriate, in the sole discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate; provided, however, any amendment that would have the effect of increasing the L/C Participation Fee shall require the consent of the Borrowers. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents (including, without limitation, Section 11.2), such amendment shall become effective without any further action or consent of any other party to this Agreement on the fifth (5th) Business Day after the date that a draft of the amendment is provided to the Lenders, unless the Administrative Agent receives, on or before such fifth (5th) Business Day, a written notice from the Required Lenders stating that such Lenders object to such amendment. For the avoidance of doubt, following the date when a determination is made pursuant to subsection (b)(i) above and until a replacement index has been selected and implemented in accordance with the terms and conditions of subsection (b)(ii) above, all Loans shall accrue interest at, and the interest rate shall be, the Base Rate. (c) Notwithstanding anything to the contrary contained herein, if at herein or in any time the replacement index is less than zero, then at such times, such index other Loan Document (and any interest rate swap agreement shall be deemed not to be zero a “Loan Document” for the purposes of this Agreement.Section 10.2(b)):

Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) In the event, If on or prior to the first day of any Interest Period for any Borrowing of LIBOR Rate Eurodollar Loans: (ia) the Administrative Agent determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or (iib) the Required Lenders advise the Administrative Agent that (Ai) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their LIBOR Rate Eurodollar Loans for such Interest Period or (Bii) that the making or funding of LIBOR Rate Eurodollar Loans become becomes impracticable, then the Administrative Agent shall forthwith give written notice thereof to the Borrowers and the Lenders or (which shall be conclusive and binding on the Borrowers and the Lenders), and (xc) if at any request for LIBOR Rate Loans or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (y) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (z) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended until time the Administrative Agent determines that the circumstances giving rise to such suspension no longer exist, in which event the Administrative Agent shall so notify the Borrowers and the Lenders. (b) In the event Administrative Agent shall determine (which determination shall be deemed presumptively correct conclusive absent manifest error) that: that (i) the circumstances set forth in Section 2.16(aclauses (a) or (b) have arisen and such circumstances are unlikely to be temporary; , (ii) LIBOR is no longer a public statement or publication of information (A) by or on behalf of the administrator of LIBOR, or by the regulatory supervisor widely recognized benchmark rate for the administrator of LIBOR, newly originated loans in Dollars in the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over the administrator of LIBOR, in each case, which states that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR; (B) by the administrator of LIBOR that it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy, market or (Ciii) by the regulatory circumstances set forth in clauses (a) or (b) have not arisen but the supervisor for the administrator of LIBOR or any a Governmental Authority having jurisdiction over the Administrative Agent announcing that has made a public statement identifying a specific date after which LIBOR is no longer representative or may shall no longer be used; (iii) a LIBOR Rate is not published by used for determining interest rates for loans, then the administrator for five (5) consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for the administrator of LIBOR; or (iv) a new index rate has become a widely-recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars in the U.S. market; then, Administrative Agent may, in consultation with and the Borrowers, amend this Agreement as described below Borrower shall endeavor to replace LIBOR with establish an alternative benchmark rate, and rate of interest to modify the applicable margins and make other related amendments, in each case giving LIBOR that gives due consideration to any evolving or the then existing prevailing market convention for similar U.S. Dollar denominated credit facilitiesdetermining a rate of interest for syndicated loans in the United States at such time, or any selection, endorsement or recommendation by a relevant governmental body with respect to such facilities. The Administrative Agent and shall provide notice to the Borrowers and enter into an amendment of to this Agreement to reflect the replacement index, adjusted margins such alternate rate of interest and such other related amendments changes to this Agreement as may be appropriate, in the sole discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate; provided, however, any amendment that would have the effect of increasing the L/C Participation Fee shall require the consent of the Borrowersapplicable. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents (including, without limitation, Section 11.2)12.11, such amendment shall become effective without any further action or consent of any other party to this Agreement on the fifth so long as Administrative Agent shall not have received, within five (5th5) Business Day after Days of the date that notice of such alternate rate of interest and a draft copy of the proposed amendment is provided to the Lenders, unless the Administrative Agent receives, on or before such fifth (5th) Business Day, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. For the avoidance Until an alternate rate of doubt, following the date when a determination is made pursuant to subsection (b)(i) above and until a replacement index has been selected and implemented interest shall be determined in accordance with the terms and conditions of subsection (b)(ii) above, all Loans shall accrue interest at, and the interest rate shall be, the Base Rate. this clause (c) Notwithstanding anything (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 10.2(c), only to the contrary contained hereinextent LIBOR for such Interest Period is not available or published at such time on a current basis), (x) any notice that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Loan shall be ineffective, and (y) if any Borrowing notice requests a Eurodollar Loan, such Borrowing shall be made as a Base Rate Loan; provided that, if at any time the replacement index is such alternate rate of interest shall be less than zero, then at such times, such index rate shall be deemed to be zero for the purposes of this Agreement, then the Administrative Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Eurodollar Loans shall be suspended.

Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) In the event, If on or prior to the first day of any Interest Period for any Borrowing of LIBOR Rate Eurodollar Loans: (ia) the Administrative Agent determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBORLIBOR for such Interest Period, or (iib) the Required Lenders advise the Administrative Agent that (Ai) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their LIBOR Rate Eurodollar Loans for such Interest Period or (Bii) that the making or funding of LIBOR Rate Eurodollar Loans become impracticable, then the Administrative Agent shall forthwith give written notice thereof to the Borrowers and the Lenders (which shall be conclusive and binding on the Borrowers Borrower and the Lenders), and (x) any request for LIBOR Rate Loans or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (y) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (z) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended whereupon until the Administrative Agent determines notifies the Borrower that the circumstances giving rise to such suspension notice no longer exist, in which event the Administrative Agent shall so notify the Borrowers and the Lenders. (b) In the event Administrative Agent shall determine (which determination shall be deemed presumptively correct absent manifest error) that: then (i) any notice of the circumstances set forth in Section 2.16(a) have arisen Borrower that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of Eurodollar Loans with an Interest Period having the duration of such Interest Period shall be ineffective and such circumstances are unlikely to be temporary; (ii) a public statement or publication of information (A) by or on behalf if any notice of the administrator Borrower that requests a Borrowing of LIBOREurodollar Loans with an Interest Period having the duration of such Interest Period, or by such Borrowing shall be made as a Eurodollar Borrowing having an Interest Period with the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over the administrator of LIBOR, in each case, which states that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR; (B) by the administrator of LIBOR that it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy, or (C) by the regulatory supervisor for the administrator of LIBOR or any Governmental Authority having jurisdiction over the Administrative Agent announcing that LIBOR is no longer representative or may no longer be used; (iii) a LIBOR Rate is not published by the administrator for five (5) consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for the administrator of LIBOR; or (iv) a new index rate has become a widely-recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars shortest available duration described in the U.S. market; then, Administrative Agent may, in consultation with the Borrowers, amend this Agreement as described below to replace LIBOR with an alternative benchmark rate, and to modify the applicable margins and make other related amendments, in each case giving due consideration to any evolving or then existing convention for similar U.S. Dollar denominated credit facilities, or any selection, endorsement or recommendation by a relevant governmental body with respect to such facilities. The Administrative Agent shall provide notice to the Borrowers and enter into an amendment definition of this Agreement to reflect the replacement index, adjusted margins and such other related amendments as may be appropriate“Interest Period” or, in the sole discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate; provided, however, any amendment that would have the effect of increasing the L/C Participation Fee shall require the consent of the Borrowers. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents (including, without limitation, Section 11.2), such amendment shall become effective without any further action or consent absence of any other party to this Agreement on the fifth (5th) Business Day after the date that such available duration, as a draft Borrowing of the amendment is provided to the Lenders, unless the Administrative Agent receives, on or before such fifth (5th) Business Day, a written notice from the Required Lenders stating that such Lenders object to such amendment. For the avoidance of doubt, following the date when a determination is made pursuant to subsection (b)(i) above and until a replacement index has been selected and implemented in accordance with the terms and conditions of subsection (b)(ii) above, all Loans shall accrue interest at, and the interest rate shall be, the Base RateRate Loans. (c) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, then at such times, such index shall be deemed to be zero for purposes of this Agreement.