Common use of Basis for Determining Interest Rate Inadequate or Unfair Clause in Contracts

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, or (b) Banks having 66 2/3% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one Domestic Business Day before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any EuroEurodollar Borrowing or in respect of any Credit-Dollar BorrowingLinked Deposit: (a) the Administrative Agent is advised by determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market Adjusted LIBO Rate for such Interest Period, or (b) the Required Banks having 66 2/3% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the London Interbank Offered Adjusted LIBO Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding maintaining their EuroLoans included in such Borrowing or the Credit-Dollar Loans Linked Deposits, as the case may be, for such Interest Period, ; the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans Eurodollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans Eurodollar Loans, shall be suspended and suspended, (ii) each outstanding Euro-Dollar Eurodollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless thereto and (iii) the Borrower notifies Credit-Linked Deposits shall be invested so as to earn a return equal to the greater of the Federal Funds Rate and a rate determined by the Administrative Agent at least one Domestic Business Day before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow in accordance with banking industry rules and practice on such date, such Borrowing shall instead be made as a Base Rate Borrowinginterbank compensation.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Fixed Rate Borrowing: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks Required Lenders that deposits in dollars (Dollars and in the applicable amounts) required amounts are not being offered to the Euro-Dollar Reference Banks Lenders in the relevant market for such Interest Period, or (b) Banks in the case of a Committed Borrowing, Lenders having 66 2/350% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the London Interbank Offered Rate Rate, as determined by the Administrative Agent Agent, will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Borrower notifies the Administrative Agent at least one two Domestic Business Day Days before the date of any Euro-Dollar Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Fixed Rate Borrowing shall instead be made as a Base Rate Borrowing. The Administrative Agent shall promptly notify the Lenders of any election by the Borrower pursuant to the preceding sentence.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Fixed Rate Borrowing: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 66 2/350% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate Rate, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Euro‑Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Euro‑Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one two Domestic Business Day Days before the date of any Euro-Dollar Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar BorrowingLoan or Competitive Bid LIBOR Loan: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, or (b) in the case of a Euro-Dollar Loan, Banks having 66 2/350% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans Loans, or to continue or to convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one two Domestic Business Day Days before the date of any Euro-Dollar affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such affected Borrowing is a Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing and (ii) if such affected Borrowing is a Competitive Bid LIBOR Borrowing, the Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks Lenders that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks Lenders or financial institutions in general in the relevant market for such Interest Period, or (b) Banks Lenders having 66 66-2/3% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Borrowers and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower Borrowers that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one Domestic Business Day before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks determines (which determination shall be conclusive absent manifest error) that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks financial institutions in general in the relevant market for such Interest Period, or (b) Banks Lenders having 66 66-2/3% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one Domestic Business Day before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) Currency Borrowing the Administrative Agent is advised by or the Euro-Dollar Reference Required Banks determine in good faith that deposits in dollars Dollars or the applicable Alternate Currency (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, or (b) Banks having 66 2/3% Period or more of the aggregate amount of the affected Loans advise the Administrative Agent that the London Interbank Offered Euro-Currency Rate as determined by the Administrative Agent for such Interest Period will not adequately and fairly reflect the cost to the Banks or the Required Banks, as the case may be, of making, funding or maintaining such Banks of funding their Euro-Dollar Loans Currency Borrowing for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make make, continue, or convert Loans into, Euro-Dollar Currency Loans in Dollars or to continue or convert outstanding Loans the applicable Alternate Currency, as or into Euro-Dollar Loans the case may be, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless In such event, unless the Borrower notifies the Administrative Agent at least one Domestic on or before the second (2nd) Euro-Currency Business Day before before, but excluding, the date of any Euro-Dollar Currency Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar BorrowingLoan or Competitive Bid LIBOR Loan: (a) the Administrative Servicing Agent is advised by the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, or (b) in the case of a Euro-Dollar Loan, Banks having 66 2/350% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Servicing Agent that the London Interbank Offered Rate Rate, as determined by the Administrative Agent Servicing Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Servicing Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Servicing Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans Loans, or to continue or to convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Servicing Agent at least one Domestic Business Day before on or prior to the date first day of any Euro-Dollar Interest Period of any affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such affected Borrowing is a Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing and (ii) if such affected Borrowing is a Competitive Bid LIBOR Borrowing, the Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks that deposits in dollars Dollars (in the applicable amounts) are not being offered to by the Euro-Dollar Reference Banks applicable Administrative Agent in the relevant market for such Interest Period, or (b) Banks Lenders having 66 2/350% or more of the aggregate principal amount of the affected Loans advise the applicable Administrative Agent that the London Interbank Offered Adjusted LIBO Rate as determined by the such Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the such Administrative Agent shall forthwith give notice thereof to the Borrower applicable Borrower(s) and the BanksLenders, whereupon until the such Administrative Agent notifies the Borrower such Borrower(s) that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans Loans, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into (x) in the case of Euro-Dollar Loans to the Company, a U.S. Base Rate Loan and (y) in the case of Euro-Dollar Loans to the Canadian Borrower, a Canadian Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the applicable Borrower notifies the applicable Administrative Agent at least one Domestic two Business Day Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to before the first day of any Interest Period for any Euro-Dollar BorrowingLoans of any Class: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks Lenders that deposits in dollars (in the applicable amounts) amounts are not being offered to the Euro-Dollar Reference Banks Lenders in the relevant London interbank market for such Interest Period, or (b) Banks Lenders having 66 2/3at least 50% or more of the in aggregate amount of the Commitments of such Class (or, in the case of Term Lenders, holding at least 50% of the aggregate outstanding principal amount of the affected Loans Class of Term Loans) advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding Euro-Dollar Loan of the affected Class shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one Domestic Business Day before the date of any Euro-Dollar affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar BorrowingLoan: (a) the Administrative Agent is advised by in good faith determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market LIBO Rate for such Interest Period, or (b) in the case of Euro-Dollar Loans, Banks having 66 2/350% or more of the aggregate principal amount of the affected Loans advise the Administrative Agent that the London Interbank Offered LIBO Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower PFI and the Banks, whereupon until the Administrative Agent notifies the Borrower PFI that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate an ABR Loan on the last day of the then current Interest Period applicable thereto. Unless the a Borrower notifies the Administrative Agent at least one Domestic two Business Day Days before the date of any Euro-Dollar Borrowing Loan for which a Notice of Borrowing has previously been given by such Borrower that it elects not to borrow on such date, such Borrowing Loan shall instead be made as a Base Rate Borrowingan ABR Loan.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar BorrowingLoans: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks determines that (i) deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks generally available in the relevant market for such Interest PeriodPeriod or (ii) reasonable means do not exist for ascertaining the Euro-Dollar Rate, or (b) Banks in the case of Euro-Dollar Loans, Lenders having 66 2/350% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans Loans, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower Company notifies the Administrative Agent at least one two Domestic Business Day Days before the date of any Euro-Dollar Borrowing for which a the Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar BorrowingLoan or Competitive Bid LIBOR Loan: (a) the Administrative Servicing Agent is advised by the Euro-Dollar Reference Required Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Required Banks in the relevant market for such Interest Period, or (b) in the case of a Euro-Dollar Loan, Banks having 66 2/350% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Servicing Agent that the London Interbank Offered Rate Rate, as determined by the Administrative Agent Servicing Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Servicing Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Servicing Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans Loans, or to continue or to convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Servicing Agent at least one Domestic Business Day before on or prior to the date first day of any Euro-Dollar Interest Period of any affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such affected Borrowing is a Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing and (ii) if such affected Borrowing is a Competitive Bid LIBOR Borrowing, the Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Borrowing of Euro-Dollar BorrowingLoans: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks Required Lenders that deposits in dollars (Dollars and in the applicable amounts) required amounts are not being offered to the Euro-Dollar Reference Banks Lenders in the relevant market for such Interest Period, or (b) Banks in the case of a Committed Borrowing, Lenders having 66 2/350% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the London Interbank Offered Rate Euro-Dollar Rate, as determined by the Administrative Agent Agent, will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Borrower notifies the Administrative Agent at least one two Domestic Business Day Days before the date of any Borrowing of Euro-Dollar Borrowing Loans for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing. The Administrative Agent shall promptly notify the Lenders of any election by the Borrower pursuant to the preceding sentence.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Fixed Rate Borrowing: : (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, or or (b) in the case of a Committed Borrowing, Banks having 66 2/350% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate Rate, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one two Domestic Business Day Days before the date of any Euro-Dollar Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing., the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but 48

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar BorrowingLoan: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks shall determine that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks banks in the relevant market for such Interest Period, (b) the Administrative Agent shall determine that reasonable and adequate means do not exist for ascertaining the London Interbank Offered Rate for such Interest Period with respect to a proposed Euro-Dollar Loan, or (bc) Banks having 66 2/3% or more of the aggregate amount of the affected Loans Required Lenders advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, then, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer existexist (which notice the Administrative Agent shall deliver immediately upon its becoming aware thereof), (i) the obligations any Notice of the Banks to make Borrowing requesting a Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans Loan shall be suspended made as a Base Rate Loan and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one two Domestic Business Day Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to before the first day of any Interest Period for any Euro-Dollar Eurodollar Borrowing: (a) the Administrative Agent is advised by reasonably determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market Adjusted London Interbank Offered Rate for such Interest Period, ; or (b) Banks having 66 2/3% or more of the aggregate amount of the affected Loans Required Lenders advise the Administrative Agent that the Adjusted London Interbank Offered Rate for such Interest Period as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding or maintaining their Euro-Dollar Loans included in such Eurodollar Borrowing for such Interest Period, ; then the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans Eurodollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans Eurodollar Loans, shall be suspended and (ii) each outstanding Euro-Dollar Eurodollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one two Domestic Business Day Days before the date of any Euro-Dollar affected Borrowing for which a Notice of Revolving Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar BorrowingLoan: (a) the Administrative Agent is advised by determines (which determination will be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market Adjusted London Interbank Offered Rate for such Interest Period, or (b) Banks in the case of Euro-Dollar Loans, Lenders having 66 2/350% or more of the aggregate amount of the affected Euro-Dollar Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Domestic Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one two Domestic Business Day Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Domestic Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks Lendersdetermines (which determination shall be conclusive absent manifest error) that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks Lenders or financial institutions in general in the relevant market for such Interest Period, or (b) Banks Lenders having 66 66-2/3% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Borrowers and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower Borrowers that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one Domestic Business Day before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar BorrowingLoan: (a) the Administrative Agent is advised by determines (which determination will be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market Adjusted London Interbank Offered Rate for such Interest Period, or (b) Banks in the case of Euro-Dollar Loans, Lenders having 66 2/350% or more of the aggregate amount of the affected Euro-Dollar Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Domestic Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one two Domestic Business Day Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Domestic Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to before the first day of any Interest Period for any Euro-Dollar Borrowing: (a) the Administrative Agent is advised by reasonably determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Euro-Dollar Reference Banks that deposits in dollars (in Adjusted London Interbank Offered Rate or the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market London Interbank Offered Rate, as applicable, for such Interest Period, or (b) Banks Lenders having 66 2/3at least 50% or more of the in aggregate amount of the affected Loans Commitments advise the Administrative Agent that the London Interbank Offered Rate for such Interest Period as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans Loans, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one two Domestic Business Day Days before the date of any Euro-Dollar affected Borrowing for which a Notice of Revolving Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks determines (which determination shall be conclusive absent manifest error) that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks financial institutions in general in the relevant market for such Interest Period, or (b) Banks Lenders having 66 66-2/3% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Borrowers and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower Borrowers that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one Domestic Business Day before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If (a) Unless and until a Replacement Rate is implemented in accordance with clause (b) below, if on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (ai) the Administrative Agent is advised by the Euro-Dollar Reference Banks determines (which determination shall be conclusive absent manifest error) that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks financial institutions in general in the relevant market for such Interest Period, ; (ii) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for ascertaining the Euro-Dollar Rate for such Interest Period with respect to a proposed Euro-Dollar Borrowing; or (biii) Banks Lenders having 66 66-2/3% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one Domestic Business Day before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing. (b) Notwithstanding anything to the contrary in Section 8.01(a) above, if the Administrative Agent has made the determination (such determination to be conclusive absent manifest error), or the Borrower notifies the Administrative Agent, that (i) the circumstances described in Section 8.01(a)(i) or (a)(ii) have arisen and that such circumstances are unlikely to be temporary, (ii) any applicable interest rate specified herein is no longer a widely recognized benchmark rate for newly originated loans in the U.S. syndicated loan market in the applicable currency or (iii) the applicable supervisor or administrator (if any) of any applicable interest rate specified herein or any Governmental Authority having, or purporting to have, jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which any applicable interest rate specified herein shall no longer be used (or required to be published) for determining interest rates for loans in the U.S. syndicated loan market in the applicable currency, then the Administrative Agent and the Borrower may establish, to the extent practicable and determined by the Administrative Agent to be generally in accordance with similar situations in other transactions in which it is serving as administrative agent or otherwise consistent with market practice generally (including without limitation taking into account then prevailing practices in the interest rate swap and derivatives markets), a replacement interest rate (the “Replacement Rate”), in which case, the Replacement Rate shall, subject to the next two sentences, replace such applicable interest rate for all purposes under this Agreement unless and until (A) an event described in Section 8.01(a)(i), (a)(ii), (b)(i), (b)(ii) or (b)(iii) occurs with respect to the Replacement Rate or (B) the Required Lenders (directly, or through the Administrative Agent) notify the Borrower that the Replacement Rate does not adequately and fairly reflect the cost to the Lenders of funding the Loans bearing interest at the Replacement Rate. In connection with the establishment and application of the Replacement Rate, this Agreement shall be amended (including any Replacement Rate Conforming Changes as defined below) solely with the consent of the Administrative Agent and the Borrower, as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 8.01(b). Notwithstanding anything to the contrary in this Agreement (including, without limitation, Section 9.05), such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the delivery of such amendment to the Lenders, written notices from such Lenders that in the aggregate constitute Required Lenders, with each such notice stating that such Lender objects to such amendment, together with the good faith reasons for such objection. To the extent the Replacement Rate is approved by the Administrative Agent in connection with this clause (b), the Replacement Rate shall be applied in a manner consistent with market practice; provided that, in each case, to the extent such market practice is not administratively feasible for the Administrative Agent, such Replacement Rate shall be applied as otherwise reasonably determined by the Administrative Agent (it being understood that any such modification by the Administrative Agent shall not require the consent of, or consultation with, any of the Lenders).

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks determines (which determination shall be conclusive absent manifest error) that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks financial institutions in general in the relevant market for such Interest Period, or (b) Banks Lenders having 66 66-2/3% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Euro‑Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans or 32 to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one Domestic Business Day before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to before the first day of any Interest Period for any Euro-Dollar Borrowing: Loan: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, or or (b) in the case of Euro-Dollar Loans, Banks having 66 66-2/3% or more of the aggregate principal amount of the affected Loans advise the Administrative Agent that the London Interbank Offered Rate Rate, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one two Domestic Business Day Days before the date of any Euro-Dollar affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.. 44

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks Bank that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks Bank in the relevant market for such Interest Period, or (b) Banks having 66 66-2/3% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one Domestic Business Day before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If -------------------------------------------------------- on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks determines that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks Administrative Agent in the relevant market for such Interest Period, or (b) in the case of a Euro-Dollar Borrowing, Banks having 66 2/3% 66K% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the London Interbank Offered Euro-Dollar Base Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Alternate Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one Domestic Business Day before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Alternate Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If If, on or prior to the first day of any Interest Period for any Euro-Dollar LIBOR Borrowing or EURIBOR Borrowing: (a) the Administrative Agent is advised by the Euro-Dollar Reference Majority Banks that deposits in dollars Dollars or Euros, as applicable (in each case, in the applicable amounts) are not being offered to the Euro-Dollar Reference such Banks in the relevant market for such principal amount and Interest Period, ; or (b) Banks having 66 2/350% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the London Interbank Offered LIBO Rate or EURIBO Rate, as determined by the Administrative Agent Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar LIBOR Loans or EURIBOR Loans for such Interest Period, ; the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Banks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar LIBOR Loans or to continue or convert outstanding Loans EURIBOR Loans, as or into Euro-Dollar Loans applicable, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the relevant Borrower notifies the Administrative Agent at least one two Domestic Business Day Days before the date of any Euro-Dollar LIBOR Borrowing or EURIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such LIBOR Borrowing shall instead be made as an ABR Borrowing and such EURIBOR Borrowing shall instead be made as a Base Euro Reference Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Fixed Rate Borrowing: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, or (b) Banks having 66 2/3% or more of the aggregate amount of the affected Loans advise any Lender advises the Administrative Agent that the Adjusted CD Rate or the Adjusted London Interbank Offered Rate Rate, as the case may be, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lender of funding their Euro-Dollar Loans its Adjusted CD Rate Advance or Eurodollar Rate Advance, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans Adjusted CD Rate Advances or to continue or convert outstanding Loans Eurodollar Rate Advances, as or into Euro-Dollar Loans the case may be, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Borrower notifies the Administrative Agent at least one two Domestic Business Day Days before the date of any Euro-Dollar Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Advance Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing:: NYDOCS02/1004399.8 AES Sixth Amended and Restated Credit Agreement (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks determines that deposits in dollars Dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, or (b) the Required Banks having 66 2/3% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksBank Parties, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Bank Parties to make Euro-Dollar Loans Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans Loans, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one two Domestic Business Day Days before the date of any Euro-Dollar Euro‑Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to before the first day of any Interest Period for any Euro-Euro- Dollar BorrowingLoan: (a) the Administrative The Agent is advised by the Euro-Dollar Reference Banks Lenders that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks Lenders in the relevant London interbank market for such Interest Period, or (b) Banks having 66 2/3Lenders holding 50% or more of the aggregate principal amount of the affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Euro- Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one Domestic two (2) Business Day Days before the date of any Euro-Dollar affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks determines (which determination shall be conclusive absent manifest error) that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks financial institutions in general in the relevant market for such Interest Period, or (b) Banks Lenders having 66 66-2/3% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Euro‑Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one Domestic Business Day before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to before the first day of any Interest Period for any Euro-Dollar Borrowing: (a) Term SOFR Loans the Administrative Agent is advised by the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, or (b) Banks having 66 2/3% or more of the aggregate amount of the affected Loans Required Lenders advise the Administrative Agent that the London Interbank Offered Rate Term SOFR Rate, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Term SOFR Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Term SOFR Loans or to continue or convert outstanding Loans as or into Euro-Dollar Term SOFR Loans shall be suspended and (ii) each outstanding Euro-Dollar Term SOFR Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one Domestic two Business Day Days before the date of any Euro-Dollar affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, if such affected Borrowing is a Term SOFR Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar LIBOR Borrowing: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, or (b) Banks Lenders having 66 2/3% fifty percent (50%) or more of the aggregate principal amount of the affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate Rate, as determined by the Administrative Agent Agent, will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar LIBOR Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Borrowers and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower Borrowers that the circumstances giving rise to such suspension results set forth in Section 8.1(a) or (b) above no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar LIBOR Loans or to continue or convert outstanding Loans as or into Euro-Dollar LIBOR Loans shall be suspended and (ii) each outstanding Euro-Dollar LIBOR Loan shall be converted into a Alternate Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies Borrowers notify the Administrative Agent at least one two (2) Domestic Business Day Days before the date of any Euro-Dollar LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a an Alternate Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) Eurocurrency Loan: the Administrative Agent is advised determines (which determination shall be conclusive) that by reason of circumstances affecting the Euro-Dollar Reference Banks that deposits in dollars (in relevant market, adequate and reasonable means do not exist for ascertaining the applicable amounts) are not being offered to Eurocurrency Rate for the Euro-Dollar Reference Banks in the relevant market applicable currency for such Interest Period; or in the case of Eurocurrency Loans, or (b) Banks Lenders having 66 2/350% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the London Applicable Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Eurocurrency Loans in the applicable currency for such Interest Period, ; the Administrative Agent shall forthwith give notice thereof to the Borrower ▇▇▇▇▇▇▇▇▇ and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower ▇▇▇▇▇▇▇▇▇ that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans Eurocurrency Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans Eurocurrency Loans, in the affected currency shall be suspended and (ii) each outstanding Euro-Dollar Eurocurrency Loan in the affected currency shall be converted (in the case of an Alternative Currency Loan, at the then Dollar Equivalent) into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one Domestic two Business Day Days before the date of any Euro-Dollar Eurocurrency Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, if such Eurocurrency Borrowing is a Borrowing, such Borrowing shall instead be made in Dollars as a Base Rate Borrowing in the same aggregate Dollar Amount as the requested Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar BorrowingLoans: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks Bank that deposits in dollars (the London Interbank Offered Rate is not available in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks manner set forth in the relevant market definition of London Interbank Offered Rate for such Interest Period, or (b) in the case of a Borrowing, Banks having 66 2/350% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate Rate, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one Domestic Business Day before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar BorrowingCurrency Loan: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks determines that deposits in dollars (in adequate and fair means do not exist for determining the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market London Interbank Offered Rate for such Interest Period, or (b) Banks Lenders having 66 2/3more than 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Principal Borrower and the BanksLenders, whereupon whereupon, until the Administrative Agent notifies the Principal Borrower that the circumstances giving rise to such suspension no longer existexist (which the Administrative Agent shall do promptly after becoming aware thereof), (i) the obligations of the Banks Lenders to make Euro-Dollar Currency Loans in the relevant currency, or to continue or convert outstanding Loans as or into Euro-Dollar Currency Loans in the relevant currency, shall be suspended and (ii) each outstanding Euro-Dollar Currency Loan in the relevant currency shall be prepaid (or, in the case of a Euro-Dollar Loan, converted into a Base Rate Loan Loan) on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one Domestic Business Day before the date of any Euro-Dollar Currency Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate BorrowingBorrowing in an equal Dollar Amount.

Basis for Determining Interest Rate Inadequate or Unfair. If (a) Subject to clause (b) below, if on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (ai) the Administrative Agent is advised by the Euro-Dollar Reference Banks determines (which determination shall be conclusive absent manifest error) that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks financial institutions in general in the relevant market for such Interest Period, ; (ii) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for ascertaining the Euro-Dollar Rate for such Interest Period with respect to a proposed Euro-Dollar Borrowing; or (biii) Banks Lenders having 66 66-2/3% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one Domestic Business Day before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar BorrowingLoan or Competitive Bid LIBOR Loan: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks Bank that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks Bank in the relevant London interbank market for such Interest Period, or (b) Banks in the case of Euro-Dollar Loans, Lenders having 66 2/350% or more of the aggregate principal amount of the affected Loans advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one Domestic Business Day before the date of any Euro-Dollar Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Competitive Bid LIBOR Borrowing, the Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, or (b) Banks having 66 66-2/3% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Borrowers and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one Domestic Business Day before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. (a) If on or prior to the first day of any Interest Period for any Euro-Dollar BorrowingBorrowing or Competitive Bid LIBOR Loan or in connection with an existing or proposed Base Rate Loan or Daily LIBOR Rate Loan: (ai) the Administrative Agent is advised by the Euro-Dollar Reference Banks determines in good faith that (1) deposits (whether in dollars Dollars or an Alternate Currency) (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such currency for the applicable amount and such Interest PeriodPeriod or (2) adequate and reasonable means do not exist for determining the Euro-Dollar Rate for any requested Interest Period with respect to a proposed Euro-Dollar Loan or in connection with an existing or proposed Base Rate Loan or for determining LIBOR Daily Floating Rate in connection with an existing or proposed Daily LIBOR Rate Loan, or (bii) Banks having 66 2/350% or more of the aggregate amount of the affected Loans applicable Commitments advise the Administrative Agent that (1) the London Interbank Offered Rate Euro-Dollar Rate, as determined by the Administrative Agent Agent, will not adequately and fairly reflect the cost to each such Banks Bank of funding their its Euro-Dollar Loans for such Interest PeriodPeriod or (2) the LIBOR Daily Floating Rate, as determined by the Administrative Agent, will not adequately and fairly reflect the cost to each such Bank of funding or maintaining its Daily LIBOR Rate Loans, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make or maintain Euro-Dollar Loans in the affected currency or currencies or for such Interest Period and/or to continue make or convert outstanding Loans maintain Daily LIBOR Rate Loans, as or into the case may be, shall be suspended and, if the applicable Interest Period is one month, the Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Rate component of the Base Rate Loan on the last day of the then current Interest Period applicable theretoshall also be suspended. Unless In such event, (a) unless the Borrower notifies the Administrative Agent at least one Domestic two Business Day Days before the date of (i) any Euro-Dollar Borrowing denominated in Dollars or any Daily LIBOR Rate Loan for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing, or (ii) any Competitive Bid LIBOR Borrowing for which a Notice of Competitive Bid Borrowing has previously been given, the Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day, and (b) any Notice of Borrowing for a Euro-Dollar Borrowing denominated in an Alternate Currency shall be ineffective. For purposes of Section 8.1(a)(ii), in determining whether the Euro-Dollar Rate or the LIBOR Daily Floating Rate, as determined by Administrative Agent, will not adequately and fairly reflect the cost to any Bank of funding its Euro-Dollar Loans for such Interest Period or its Daily LIBOR Rate Loans, as applicable, such determination will be based solely on the ability of such Bank to obtain matching funds in the London interbank market at a reasonably equivalent rate. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or Borrower or Required Banks notify the Administrative Agent (with, in the case of the Required Banks, a copy to the Borrower) that the Borrower or Required Banks (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR in Dollars or an Alternate Currency for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or, (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available with respect to Dollars or an Alternate Currency, or used for determining the interest rate of loans denominated in Dollars or an Alternate Currency, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide LIBOR for the applicable currency(ies) after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) syndicated loans denominated in Dollars or an Alternate Currency that are currently being executed, or that include language similar to that contained in this Section 8.1, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR for the applicable currency(ies), then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing LIBOR (a “LIBOR Amendment”) in accordance with (1) in the case of Dollar denominated Loans (x) one or more SOFR-Based Rates or (y) another alternate benchmark rate giving due consideration to any evolving or then existing convention for similar Dollar denominated syndicated credit facilities for such alternative benchmarks and, (2) in the case of Loans denominated in an Alternate Currency, another alternate benchmark rate giving due consideration to any evolving or then existing convention for syndicated credit facilities denominated in such currency for such alternative benchmarks; and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similarly denominated syndicated credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated (the “Adjustment;” and any such proposed rate, a “LIBOR Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Banks and the Borrower unless, prior to such time, Banks comprising the Required Banks have delivered to the Administrative Agent written notice that such Required Banks (A) in the case of an amendment to replace LIBOR with a rate described in clause (1)(x) above, object to the Adjustment; or (B) in the case of an amendment to replace LIBOR with a rate described in clause (1)(y) or (2) above, object to such amendment; provided that for the avoidance of doubt, in the case of clause (A), the Required Banks shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Bank. Thereafter, (x) the obligation of the Banks to make or maintain Euro-Dollar Rate Loans and/or Daily LIBOR Rate Loans shall be suspended, (to the extent of the affected Euro-Dollar Rate Loans or Interest Periods), and (y) the Euro-Dollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Euro-Dollar Rate Loans (to the extent of the affected Euro-Dollar Rate Loans or Interest Periods) or a Borrowing of or conversion to Daily LIBOR Rate Loans or, failing that, in the case of Loans denominated in Dollars or Canadian Dollars, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement. In connection with the implementation of a LIBOR Successor Rate, the Administrative Agent will have the right to make LIBOR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement (other than the consent of the Borrower); provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such LIBOR Successor Conforming Changes to the Banks reasonably promptly after such amendment becomes effective. Any Adjustment and LIBOR Successor Rate agreed and proposed to the Banks in the context of a LIBOR Amendment shall be in form and substance acceptable to each of the Administrative Agent and the Borrower; provided, however, that the Administrative Agent shall in any event approve such terms as are generally no less favorable to Borrower than corresponding terms included in similar facilities for similarly situated borrowers in general, but not necessarily all such borrowers in transactions in which Bank of America serves as administrative agent; provided, further, that nothing herein shall obligate the Administrative Agent to disclose any information regarding other borrowers or facilities.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar BorrowingLoan: (a) the Administrative Agent is advised by determines (which determination will be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market Adjusted London InterBank Offered Rate for such Interest Period, or (b) Banks in the case of Euro-Dollar Loans, Lenders having 66 2/350% or more of the aggregate amount of the affected Euro-Dollar Loans advise the Administrative Agent that the Adjusted London Interbank InterBank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one two Domestic Business Day Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for with respect to any Euro-Dollar BorrowingLoan: (a) the Administrative Agent is advised by unable to determine the Euro-Dollar Reference Banks Rate by reference to Telerate and thereafter is advised by JPMC that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market thereby for such Interest Period, Monthly Term; or (b) Banks having 66 2/3an aggregate principal amount of outstanding Loans and Available Bank Commitments equal to 50% or more of the aggregate principal amount of the affected outstanding Loans and Available Bank Commitments of all Banks advise the Administrative Agent that the London Interbank Offered Euro-Dollar Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, ; the Administrative Agent shall forthwith give notice thereof to the Borrower Trust and the Banks, whereupon until the Administrative Agent notifies the Borrower Trust that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Base Rate/Euro-Dollar Loans and Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans Loans, shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower Trust notifies the Administrative Agent at least one Domestic Business Day before the date of any Base Rate/Euro-Dollar Borrowing Loan or Euro-Dollar Loan to be made for which a Notice of Borrowing Interest Rate Election has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate BorrowingLoan.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Fixed Rate Borrowing: : (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, or or (b) in the case of a Committed Borrowing, Banks having 66 2/350% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate Rate, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one two Domestic Business Day Days before the date of any Euro-Dollar Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing., the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but 49

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar BorrowingLoan: (a) the Administrative Agent is advised by determines that the Euro-Dollar Reference Banks that deposits in dollars “London Interbank Offered Rate” cannot be determined pursuant to clauses (i) or (ii) of the definition thereof and are not otherwise being offered in the applicable amountsmanner described in clause (iii) are not being offered to the Euro-Dollar Reference Banks in thereof for the relevant market for such Interest Period, or (b) Banks Lenders having 66 2/350% or more of the aggregate principal amount of the affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one two Domestic Business Day Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to before the first day of any Interest Period for any Euro-Dollar BorrowingLoans or Competitive Bid LIBOR Loan: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) amounts are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, or (b) Banks in the case of Euro-Dollar Loans, Lenders having 66 2/3at least 50% or more of the in aggregate amount of the affected Loans Commitments advise the Administrative Agent that the London Interbank Offered Rate Rate, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Borrowers and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one two Domestic Business Day Days before the date of any Euro-Dollar affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such affected Borrowing is a Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing and (ii) if such affected Borrowing is a Competitive Bid LIBOR Borrowing, the Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the rate applicable to Base Rate Loans for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to before the first day of any Interest Period for any Euro-Dollar BorrowingLoans of any Class: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks Lenders that deposits in dollars (in the applicable amounts) amounts are not being offered to the Euro-Dollar Reference Banks Lenders in the relevant London interbank market for such Interest Period, or (b) Banks Lenders having 66 2/3at least 50% or more of the in aggregate amount of the Commitments of such Class (or, in the case of Term Lenders, holding at least 50% of the aggregate outstanding principal amount of the affected Loans Class of Term Loans) advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, Table of Contents the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans Loans, as the case may be, shall be suspended and (ii) each outstanding Euro-Dollar Loan of the affected Class shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one Domestic Business Day before the date of any Euro-Dollar affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to before the first day of any Interest Period for any Euro-Dollar BorrowingLoans: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks Bank that deposits in dollars (in the applicable amounts) amounts are not being offered to the Euro-Dollar Reference Banks Bank in the relevant market for such Interest Period, or (b) Banks Lenders having 66 2/3at least 50% or more of the in aggregate amount of the affected Loans Commitments advise the Administrative Agent that the London Interbank Offered Rate Rate, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one two Domestic Business Day Days before the date of any Euro-Dollar affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, if such affected Borrowing is a Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, or (b) Banks having 66 2/3% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Borrowers and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one Domestic Business Day before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Fixed Rate Borrowing: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks Required Lenders that deposits in dollars (Dollars and in the applicable amounts) required amounts are not being offered to the Euro-Dollar Reference Banks Lenders in the relevant market for such Interest Period, or (b) Banks having 66 2/3% or more in the case of a Committed Borrowing, the aggregate amount of the affected Loans Required Lenders advise the Administrative Agent that the London Interbank Offered Rate Euro-Dollar Rate, as determined by the Administrative Agent Agent, will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable theretosuspended. Unless the Borrower notifies the Administrative Agent at least one two Domestic Business Day Days before the date of any Euro-Dollar Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing. The Administrative Agent shall promptly notify the Lenders of any election by the Borrower pursuant to the preceding sentence.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar BorrowingLoan: (a) the Administrative Agent is advised by determines (which determination will be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market Adjusted London Interbank Offered Rate for such Interest Period, or or (b) Banks in the case of Euro-Dollar Loans, Lenders having 66 2/350% or more of the aggregate amount of the affected Euro-Dollar Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Domestic Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least one two Domestic Business Day Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Domestic Borrowing.