Common use of Changed Circumstances Clause in Contracts

Changed Circumstances. Subject to clause (b) below, if prior to the commencement of any Interest Period for any Benchmark Rate Borrowing, (i) Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) in connection with any request for a Benchmark Rate Loan or a conversion to or continuation thereof or otherwise, that for any reason adequate and reasonable means do not exist for determining the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark Rate Loan or in connection with an existing or proposed Base Rate Borrowing (provided that no Benchmark Transition Event shall have occurred at such time); or (ii) Administrative Agent is advised by the Required Lenders that the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark Rate Loan will not adequately and fairly reflect the cost to such Lenders of funding or maintaining their Benchmark Rate Loans included in such Borrowing for such Interest Period, then Administrative Agent will promptly so notify Borrower and each Lender. Thereafter, (x) the obligation of Lenders to make or maintain Benchmark Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Benchmark rate component of the Base Rate, the utilization of the Benchmark rate component in determining the Base Rate shall be suspended, in each case until Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Benchmark Rate Borrowings or, failing that, will be deemed to have converted such request into a request for a Base Rate Borrowing in the amount specified therein.

Changed Circumstances. Subject to clause (ba) below, if prior to the commencement of any Interest Period for any Benchmark Rate Borrowing, (i) The Administrative Agent determines may advise the Lead Borrower that the Administrative Agent has made the good faith determination (which determination shall be conclusive final and binding absent manifest errorconclusive) in connection with of any request for a Benchmark Rate Loan or a conversion to or continuation thereof or otherwise, that for any reason adequate of the following: (i) Adequate and reasonable fair means do not exist for determining ascertaining the applicable Benchmark rate for any requested Interest Period with respect to a proposed Benchmark Rate Loan or in connection with an existing or proposed Base Rate Borrowing (provided that no Benchmark Transition Event shall have occurred at such time); orLIBOR Loans. (ii) The continuation of or conversion of any Revolving Credit Loan to a LIBOR Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent is advised by or any Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the Required Lenders interest rates for LIBOR Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark Rate Loan will not adequately and fairly reflect Administrative Agent advises the cost Lead Borrower of an occurrence described in Section 2.20(a), then, until the Administrative Agent notifies the Lead Borrower that the circumstances giving rise to such Lenders notice no longer apply: (i) The obligation of funding or maintaining their Benchmark Rate Loans included in such Borrowing for such Interest Period, then the Administrative Agent will promptly so notify Borrower and or each Lender. Thereafter, (x) the obligation of Lenders Revolving Credit Lender to make loans of the type affected by such changed circumstances or maintain Benchmark Rate to permit the Lead Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended, and . (yii) in Any notice which the event of a determination described in Lead Borrower had given the preceding sentence Administrative Agent with respect to any LIBOR Loan, the Benchmark rate component time for action with respect to which has not occurred prior to the Administrative Agent's having given notice pursuant to Section 2.20(a), shall be deemed at the option of the Base Rate, the utilization of the Benchmark rate component in determining the Base Rate shall be suspended, in each case until Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Benchmark Rate Borrowings or, failing that, will be deemed to have converted such request into a request for a Base Rate Borrowing in the amount specified thereinnot having been given.

Changed Circumstances. Subject (a) In connection with any request for a Eurodollar Rate Advance (or a Floating Rate Advance as to clause (bwhich the interest rate is determined with reference to the Eurodollar Base Rate) belowor a conversion to or continuation thereof, if prior to the commencement of any Interest Period for any Benchmark Rate Borrowing, reason (i) the Administrative Agent determines shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in connection with any request the London interbank Eurodollar market for a Benchmark Rate Loan or a conversion to or continuation thereof or otherwisethe applicable amount and Interest Period of such Advance, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that for any reason reasonable and adequate and reasonable means do not exist for determining the applicable Benchmark ascertaining the Eurodollar Base Rate for any requested such Interest Period with respect to a proposed Benchmark Eurodollar Rate Loan Advance (or in connection a Floating Rate Advance as to which the interest rate is determined with an existing reference to the Eurodollar Base Rate) or proposed Base Rate Borrowing (provided that no Benchmark Transition Event shall have occurred at such time); or (iiiii) Administrative Agent is advised by the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark Eurodollar Base Rate Loan will does not adequately and fairly reflect the cost to such Lenders of funding making or maintaining their Benchmark Rate Loans included in such Borrowing for Advances during such Interest Period, then the Administrative Agent will shall promptly so notify Borrower and each Lendergive notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist (x) which notice the Administrative Agent shall promptly deliver to the Borrower), the obligation of the Lenders to make a Eurodollar Rate Advance (or maintain Benchmark a Floating Rate Loans Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) and the right of the Borrower to convert any Loan to or continue any Loan as a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) shall be suspended, and (x) in the case of Eurodollar Rate Advances, the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Rate Advance together with accrued interest thereon (subject to Section 3.3), on the last day of the then current Interest Period applicable to such Eurodollar Rate Advance; or (B) convert the then outstanding principal amount of each such Eurodollar Rate Advance to a Floating Rate (as to which the interest rate is not determined by reference to the Eurodollar Base Rate) as of the last day of such Interest Period; or (y) in the event case of a determination described in Floating Rate Advances as to which the preceding sentence with respect interest rate is determined by reference to the Benchmark rate component of the Eurodollar Base Rate, the utilization Borrower shall convert the then outstanding principal amount of each such Advance to a Floating Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Base Rate as of the Benchmark last day of such Interest Period. (b) If, after the date hereof, the introduction of, or any change in, any applicable law or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Installations) with any request or directive (whether or not having the force of law) of any such Governmental Authority shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Installations) to honor its obligations hereunder to make or maintain any Eurodollar Rate Advances (or any Floating Rate Advance as to which the interest rate component in determining is determined by reference to the Eurodollar Base Rate), such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist (which notice the Administrative Agent shall promptly deliver to the Borrower after receiving notice thereof from such affected Lender), (i) the obligations of such Lenders to make Eurodollar Rate Advances (or Floating Rate Advances as to which the interest rate is determined by reference to the Eurodollar Base Rate), and the right of the Borrower to convert any Advance to a Eurodollar Rate Advance or continue any Advance as an Eurodollar Rate Advance with respect to such Lenders (or a Floating Rate Advance as to which the interest rate is determined by reference to the Eurodollar Base Rate) shall be suspended and thereafter the Borrower may, with respect to such Lenders, select only Floating Rate Advances (as to which the interest rate is not determined by reference to the Eurodollar Base Rate, (ii) all Floating Rate Advances made by such Lenders shall cease to be determined by reference to the Eurodollar Base Rate shall be suspended, in each case until Administrative Agent and (upon the instruction iii) if any of the Required LendersLenders may not lawfully continue to maintain a Eurodollar Rate Advances to the end of the then current Interest Period applicable thereto, the applicable Loan shall immediately be converted to a Floating Rate Advance (as to which the interest rate is not determined by reference to the Eurodollar Base Rate) revokes such notice. Upon receipt for the remainder of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Benchmark Rate Borrowings or, failing that, will be deemed to have converted such request into a request for a Base Rate Borrowing in the amount specified thereinInterest Period.

Changed Circumstances. Subject Section 2.07.10, in connection with any SOFR Rate Loan, a request therefor, a conversion to clause (b) belowor a continuation thereof or otherwise, if prior to the commencement of any Interest Period for any Benchmark Rate Borrowing, reason (i) the Administrative Agent determines shall determine (which determination shall be conclusive and binding absent manifest error) that if Term SOFR is utilized in connection any calculations hereunder or under any other Loan Document with respect to any request for a Benchmark Rate Loan Obligations, interest, fees, commissions or a conversion to or continuation thereof or otherwiseother amounts, that for any reason reasonable and adequate and reasonable means do not exist for determining ascertaining Term SOFR and the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark SOFR Rate Loan on or in connection with an existing or proposed Base Rate Borrowing (provided that no Benchmark Transition Event shall have occurred at prior to the first day of such time); or Interest Period, (ii) the Administrative Agent is advised by shall determine (which determination shall be conclusive and binding absent manifest error) that deposits are not being offered to banks in the London or other applicable offshore interbank market for the applicable Interest Period, or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the applicable Benchmark for if Term SOFR is utilized in any requested Interest Period calculations hereunder or under any other Loan Document with respect to a proposed Benchmark Rate Loan will any Obligations, interest, fees, commissions or other amounts, Term SOFR does not adequately and fairly reflect the cost to such Lenders of funding making or maintaining their Benchmark Rate such Loans included during the applicable Interest Period and, in such Borrowing for case, the Required Lenders have provided notice of such Interest Perioddetermination to the Administrative Agent, then then, in each case, the Administrative Agent will shall promptly so notify give notice thereof to the Borrower and each LenderRepresentative. ThereafterUpon notice thereof by the Administrative Agent to the Borrower Representative, (x) the any obligation of the Lenders to make SOFR Rate Loans, and any right of the Borrower Representative to convert any Loan or maintain Benchmark continue any Loan as an SOFR Rate Loans Loan, shall be suspended, and suspended (yto the extent of the affected Interest Periods) in until the event of a determination described in the preceding sentence Administrative Agent (with respect to the Benchmark rate component of the Base Rateclause (iii), the utilization of the Benchmark rate component in determining the Base Rate shall be suspended, in each case until Administrative Agent (upon at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower Representative may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Benchmark SOFR Rate Borrowings Loans (to the extent of the affected SOFR Rate Loans or affected Interest Periods) or, failing that, in the case of any request for a borrowing of an affected SOFR Rate Loan, the Borrower Representative will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Borrowing Loans in the amount specified thereintherein and (B) any outstanding affected SOFR Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower Representative shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.07.3.

Changed Circumstances. Subject to clause (b) below, if prior to the commencement of any Interest Period for any Benchmark Rate Borrowing, (i) Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) in connection with any request for a Benchmark Rate Loan or a conversion to or continuation thereof or otherwise, that for any reason adequate and reasonable means do not exist for determining the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark Rate Loan or in connection with an existing or proposed Base Rate Borrowing (provided that no Benchmark Transition Event shall have occurred at such time); or (ii) Administrative Agent is advised by the Required Majority Lenders that the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark Rate Loan will not adequately and fairly reflect the cost to such Lenders of funding or maintaining their Benchmark Rate Loans included in such Borrowing for such Interest Period, then Administrative Agent will promptly so notify Borrower and each Lender. Thereafter, (x) the obligation of Lenders to make or maintain Benchmark Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Benchmark rate Rate component of the Base Rate, the utilization of the Benchmark rate Rate component in determining the Base Rate shall be suspended, in each case until Administrative Agent (upon the instruction of the Required Majority Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Benchmark Rate Borrowings or, failing that, will be deemed to have converted such request into a request for a Base Rate Borrowing in the amount specified therein.

Changed Circumstances. (a) Subject to clause (bc) below, in connection with any request for a SOFR Advance (or a Floating Rate Advance or SOFR Market Index Rate Advance as to which the interest rate is determined with reference to Term SOFR) or a conversion to or continuation thereof, if prior to the commencement of any Interest Period for any Benchmark Rate Borrowing, reason (i) the Administrative Agent determines shall determine (which determination shall be conclusive and binding absent manifest error) in connection with any request for a Benchmark Rate Loan or a conversion to or continuation thereof or otherwise, that for any reason reasonable and adequate and reasonable means do not exist for determining ascertaining Adjusted Term SOFR for the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark SOFR Advance (or a Floating Rate Loan Advance or in connection SOFR Market Index Rate Advance as to which the interest rate is determined with an existing reference to Term SOFR) or proposed Base Rate Borrowing (provided that no Benchmark Transition Event shall have occurred at such time); or (ii) Administrative Agent is advised by the Required Lenders (or the Swingline Lender, in the case of a SOFR Market Index Rate Advance) shall determine (which determination shall be conclusive and binding absent manifest error) that the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark Rate Loan will Adjusted Term SOFR does not adequately and fairly reflect the cost to such Lenders of funding making or maintaining their Benchmark Rate Loans included in such Borrowing for Advances during such Interest Period, then and, in the case of clause (ii), the Required Lenders have provided notice of such determination to the Administrative Agent, then, in each case, the Administrative Agent will shall promptly so notify Borrower and each Lendergive notice thereof to the Borrower. ThereafterUpon notice thereof by the Administrative Agent to the Borrower, (x) the any obligation of the Lenders to make SOFR Advances (or maintain Benchmark of the Swingline Lender to make SOFR Market Index Rate Loans Advances), and any right of the Borrower to convert any Loan to or continue any Loan as a SOFR Advance, shall be suspendedsuspended (to the extent of the affected SOFR Advances or the affected Interest Periods, and as applicable) until the Administrative Agent (y) in the event of a determination described in the preceding sentence with respect to the Benchmark rate component of the Base Rateclause (ii), the utilization of the Benchmark rate component in determining the Base Rate shall be suspended, in each case until Administrative Agent (upon at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Benchmark SOFR Advances (to the extent of the affected SOFR Advances or the affected Interest Periods) or SOFR Market Index Rate Borrowings Advances or, failing that, the Borrower will be deemed to have converted any such request into a request for a Base borrowing of or conversion to Floating Rate Borrowing Advances in the amount specified thereintherein and (B) any outstanding affected SOFR Advances and/or SOFR Market Index Rate Advances will be deemed to have been converted into Floating Rate Advances at the end of the applicable Interest Period (or immediately, in the case of SOFR Market Index Rate Advances). Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.3. (b) If, after the date hereof, the introduction of, or any change in, any applicable law or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Installations) with any request or directive (whether or not having the force of law) of any such Governmental Authority shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Installations) to honor its obligations hereunder to make, maintain, fund or charge interest with respect to any SOFR Advances, or to determine or charge interest based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, SOFR Market Index Rate or Term SOFR, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders (an “Illegality Notice”). Thereafter, until each affected Lender notifies the Administrative Agent and the Administrative Agent notifies the Borrower that such circumstances no longer exist (which notice the Administrative Agent shall promptly deliver to the Borrower after receiving notice thereof from such affected Lender(s)), (i) the obligations of such Lenders to make SOFR Advances or SOFR Market Index Rate Advances, and the right of the Borrower to convert any Advance to a SOFR Advance or continue any Advance as a SOFR Advance with respect to such Lenders shall be suspended and (ii) if necessary to avoid such illegality, the Administrative Agent shall compute the Alternate Base Rate without reference to clause (iii) of the definition of “Alternate Base Rate”. Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all SOFR Advances and/or SOFR Market Index Rate Advances to Floating Rate Advances (in each case, if necessary to avoid such illegality, the Administrative Agent shall compute the Alternate Base Rate without reference to clause (iii) of the definition of “Alternate Base Rate”), on the last day of the Interest Period therefor (or immediately, in the case of SOFR Market Index Rate Advances), if all affected Lenders may lawfully continue to maintain such SOFR Advances to such day, or immediately, if any Lender may not lawfully continue to maintain such SOFR Advances to such day. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.3.

Changed Circumstances. (a) Circumstances Affecting Benchmark Availability. Subject to clause (bc) below, in connection with any request for a SOFR Loan or a conversion to or continuation thereof or otherwise, if prior to the commencement of any Interest Period for any Benchmark Rate Borrowing, reason (i) the Administrative Agent determines shall determine (which determination shall be conclusive and binding absent manifest error) in connection with any request for a Benchmark Rate Loan or a conversion to or continuation thereof or otherwise, that for any reason reasonable and adequate and reasonable means do not exist for determining ascertaining Term SOFR for the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark Rate SOFR Loan on or in connection with an existing prior to the first day of such Interest Period or proposed Base Rate Borrowing (provided that no Benchmark Transition Event shall have occurred at such time); or (ii) Administrative Agent is advised by the Required Lenders any Lender shall determine (which determination shall be conclusive and binding absent manifest error) that the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark Rate Loan will Term SOFR does not adequately and fairly reflect the cost to such Lenders Lender of funding making or maintaining their Benchmark Rate such Loans included in such Borrowing for during such Interest Period, then in each case, the Administrative Agent will shall promptly so notify Borrower and each Lendergive notice thereof to the Borrower. ThereafterUpon notice thereof by the Administrative Agent to the Borrower, (x) the any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to convert any Loan to or maintain Benchmark Rate Loans continue any Loan as a SOFR Loan, shall be suspended, and suspended (y) in the event of a determination described in the preceding sentence with respect to the Benchmark rate component extent of the Base Rate, affected SOFR Loans or the utilization of affected Interest Periods) until the Benchmark rate component in determining the Base Rate shall be suspended, in each case until Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Benchmark Rate Borrowings SOFR Loans (to the extent of the affected SOFR Loans or the affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Borrowing Loans in the amount specified thereintherein and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any Breakage Costs.

Changed Circumstances. Subject (a) In connection with any request for a LIBOR Rate Loan or a Base Rate Loan as to clause (b) belowwhich the interest rate is determined with reference to LIBOR or a conversion to or continuation thereof, if prior to the commencement of any Interest Period for any Benchmark Rate Borrowing, reason (i) the Administrative Agent determines shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in connection with any request the London interbank Eurodollar market for a Benchmark Rate Loan or a conversion to or continuation thereof or otherwisethe applicable amount and Interest Period of such Loan, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that for any reason reasonable and adequate and reasonable means do not exist for determining the applicable Benchmark ascertaining the LIBOR Rate for any requested such Interest Period with respect to a proposed Benchmark LIBOR Rate Loan or in connection with an existing or proposed any Base Rate Borrowing Loan as to which the interest rate is determined with reference to LIBOR or (provided that no Benchmark Transition Event shall have occurred at such time); or (iiiii) Administrative Agent is advised by the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark LIBOR Rate Loan will does not adequately and fairly reflect the cost to such Lenders of funding making or maintaining their Benchmark Rate such Loans included in such Borrowing for during such Interest Period, then the Administrative Agent will shall promptly so notify Borrower and each Lendergive notice thereof to the Borrower. Thereafter, (x) until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make or maintain Benchmark LIBOR Rate Loans or Base Rate Loan as to which the interest rate is determined with reference to LIBOR and the right of the Borrower to convert any Loan to or continue any Loan as a LIBOR Rate Loan or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR shall be suspended, and (yi) in the event case of a determination described in the preceding sentence with respect to the Benchmark rate component of the Base Rate, the utilization of the Benchmark rate component in determining the Base LIBOR Rate shall be suspended, in each case until Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such noticeLoans, the Borrower may revoke any pending request for a Borrowing ofshall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan together with accrued interest thereon (subject to Section 5.1(d)), conversion on the last day of the then current Interest Period applicable to such LIBOR Rate Loan; or continuation (B) convert the then outstanding principal amount of Benchmark each such LIBOR Rate Borrowings or, failing that, will be deemed Loan to have converted such request into a request for a Base Rate Borrowing Loan as to which the interest rate is not determined by reference to LIBOR as of the last day of such Interest Period; or (ii) in the case of Base Rate Loans as to which the interest rate is determined by reference to LIBOR, the Borrower shall convert the then outstanding principal amount specified thereinof each such Loan to a Base Rate Loan as to which the interest rate is not determined by reference to LIBOR as of the last day of such Interest Period.

Changed Circumstances. Subject (a) If the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that it is unlawful, for the Lender to clause (b) belowperform its obligations hereunder to make or maintain LIBOR Loans, if prior the Lender shall notify the Borrower of such event, and the right of the Borrower to the commencement of select LIBOR Loans for any subsequent Interest Period for any Benchmark Rate Borrowing, (i) Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) or in connection with any request for a Benchmark Rate subsequent conversion of any Loan shall be suspended until the Lender shall notify the Borrower that the circumstances causing such suspension no longer exist, and the Borrower shall forthwith prepay in full all LIBOR Loans then outstanding, and shall pay all interest accrued thereon through the date of such prepayment; provided, that if the date of such repayment is not the last day of the Interest Period applicable to such LIBOR Loans, the Borrower shall also pay any amount due pursuant to Section 3.7. (b) If the Lender shall, prior to the disbursement of any requested Revolving Credit Loan or a the effective date of any conversion to or continuation thereof of an existing Loan to be made or otherwisecontinued as or converted into a LIBOR Loan (each such requested Revolving Credit Loan made and Loan to be converted or continued, a "Pending Loan"), notify the Borrower that LIBOR will not adequately reflect the cost to the Lender of making or funding such Pending Loan as a LIBOR Loan or that the Interbank Offered Rate is not determinable from any interest rate reporting service of recognized standing, then the right of the Borrower to select LIBOR Loans for such Pending Loan, any reason adequate and reasonable means do not exist for determining the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark Rate Loan subsequent Revolving Credit Loan, or in connection with an existing or proposed Base Rate Borrowing (provided that no Benchmark Transition Event shall have occurred at such time); or (ii) Administrative Agent is advised by the Required Lenders that the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark Rate Loan will not adequately and fairly reflect the cost to such Lenders of funding or maintaining their Benchmark Rate Loans included in such Borrowing for such Interest Period, then Administrative Agent will promptly so notify Borrower and each Lender. Thereafter, (x) the obligation of Lenders to make or maintain Benchmark Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Benchmark rate component of the Base Rate, the utilization of the Benchmark rate component in determining the Base Rate shall be suspended, in each case until Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, subsequent conversion to or continuation of Benchmark Rate Borrowings orany Loan, failing thatshall be suspended until the Lender shall notify the Borrower that the circumstances causing such suspension no longer exist, will and each Loan comprising each Pending Loan and each such subsequent Loan requested to be deemed to have made, continued or converted such request shall be made or continued as or converted into a request for a Base Prime Rate Borrowing in the amount specified thereinLoan.

Changed Circumstances. Subject to clause (b) below, if prior to the commencement of any Interest Period for any Benchmark Rate Borrowing, (i) Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) in connection with any request for a Benchmark Rate Loan or a conversion to or continuation thereof or otherwise, that for any reason adequate and reasonable means do not exist for determining the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark Rate Loan or in connection with an existing or proposed Base Rate Borrowing (provided that no Benchmark Transition Event shall have occurred at such time); or (ii) Administrative Agent is advised by the Required Lenders that the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark Rate Loan will not adequately and fairly reflect the cost to such Lenders of funding or maintaining their Benchmark Rate Loans included in such Borrowing for such Interest Period, then Administrative Agent will promptly so notify the Borrower Representative and each Lender. Thereafter, (x) the obligation of Lenders to make or maintain Benchmark Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Benchmark rate component of the Base Rate, the utilization of the Benchmark rate component in determining the Base Rate shall be suspended, in each case until Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Representative may revoke any pending request for a Borrowing of, conversion to or continuation of Benchmark Rate Borrowings or, failing that, will be deemed to have converted such request into a request for a Base Rate Borrowing in the amount specified therein.

Changed Circumstances. Subject to clause (b) belowSection 3.7, if prior to the commencement of any Interest Period for any Benchmark Rate Term SOFR Borrowing,: (ia) Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) in connection with any request for a Benchmark Rate Loan Term SOFR Borrowing or a conversion to or continuation thereof or otherwise, that for any reason adequate and reasonable means do not exist for determining the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark Rate Loan Term SOFR Borrowing or in connection with an existing or proposed Base Rate Term SOFR Borrowing (provided that no Benchmark Transition Event shall have occurred at such time); or (iib) Administrative Agent is advised by the Required Lenders that the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark Rate Loan Term SOFR Borrowing will not adequately and fairly reflect the cost to such Lenders of funding or maintaining their Benchmark Rate Term SOFR Loans included in such Borrowing for such Interest Period, then Administrative Agent will promptly so notify Borrower and each Lender. Thereafter, (x) the obligation of Lenders to make or maintain Benchmark Rate Term SOFR Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Benchmark rate Term SOFR component of the Base Rate, the utilization of the Benchmark rate Term SOFR component in determining the Base Rate shall be suspended, in each case until Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Benchmark Rate Term SOFR Borrowings or, failing that, will be deemed to have converted such request into a request for a Base Rate Borrowing in the amount specified therein.

Changed Circumstances. Subject If in connection with any request for a Monthly SOFR Rate Loan or a conversion of Base Rate Loans to clause (b) below, if prior to Monthly SOFR Rate Loans or the commencement continuation of any Interest Period for any Benchmark Rate Borrowing, of such Loans, as applicable, (i) Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that (A) no Successor Rate has been determined in connection accordance with any request for a Benchmark Rate Loan Section 3.3(b), and the circumstances under clause (i) of Section 3.3(b) or a conversion to the Scheduled Unavailability Date has occurred, or continuation thereof or otherwise, that for any reason (B) adequate and reasonable means do not otherwise exist for determining the applicable Benchmark for any requested Interest Period Monthly SOFR with respect to a proposed Benchmark Rate Monthly SOFR Loan or in connection with an existing or proposed Base Rate Borrowing (provided that no Benchmark Transition Event shall have occurred at such time); or Loan, or (ii) Administrative Agent is advised by or the Required Lenders determine that the applicable Benchmark for any requested Interest Period CREDIT AGREEMENT – Page 46 ▇▇▇▇-▇▇▇▇-▇▇▇▇.5 reason that Monthly SOFR with respect to a proposed Benchmark Rate Loan will does not adequately and fairly reflect the cost to such Lenders of funding or maintaining their Benchmark Rate Loans included in such Borrowing for such Interest PeriodLoan, then Administrative Agent will promptly so notify Borrower and each Lender. , Thereafter, (x) the obligation of the Lenders to make or maintain Benchmark Monthly SOFR Rate Loans, or to convert Base Rate Loans to Monthly SOFR Rate Loans, shall be suspendedsuspended (to the extent of the affected Monthly SOFR Rate Loans), and (y) in the event of a determination described in the preceding sentence with respect to the Benchmark rate SOFR component of the Base Rate, the utilization of the Benchmark rate SOFR component in determining the Base Rate shall be suspended, in each case until Administrative Agent (or, in the case of a determination by the Required ▇▇▇▇▇▇▇ described in clause (ii) of this Section 3.3(a), until Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the (i) Borrower may revoke any pending request for a Borrowing of, or conversion to, Monthly SOFR Rate Loans (to or continuation the extent of Benchmark the affected Monthly SOFR Rate Borrowings Loans) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Borrowing Loans in the amount specified therein.therein and (ii) any outstanding Monthly SOFR Rate Loans shall be deemed to have been converted to Base Rate Loans immediately at the end of the month

Changed Circumstances. Subject to clause (b) below, Each Borrower agrees that if prior to the commencement of any Interest Period for any Benchmark Rate Borrowing, (i) Administrative Agent determines any law hereafter in effect or (which determination shall ii) any request, guideline or directive of any Governmental Authority (whether or not having the force of law and whether or not failure to comply therewith would be conclusive and binding absent manifest errorunlawful) not in connection with any request for a Benchmark Rate Loan or a conversion to or continuation thereof or otherwise, that for any reason adequate and reasonable means do not exist for determining effect as of the applicable Benchmark for any requested Interest Period Effective Date with respect to a proposed Benchmark Rate Loan any law now or hereafter in connection with an existing effect (and whether or proposed Base Rate Borrowing not any such law is presently applicable to any Lender) or the interpretation or administration thereof by any Governmental Authority, shall either (A) (1) impose, affect, modify or deem applicable any reserve, special deposit, capital maintenance or similar requirement against any Revolving Credit Loans, (2) impose on such Lender any other condition regarding any Advance, this Agreement, any Note or the facilities provided that no Benchmark Transition Event shall have occurred at hereunder, or (3) result in any requirement regarding capital adequacy (including any risk-based capital guidelines) affecting such time); or Lender being imposed or modified or deemed applicable to such Lender or (B) subject such Lender to any taxes on the recording, registration, notarization or other formalization of the Revolving Credit Loans or Note, and the result of any event referred to in clause (i) or (ii) Administrative Agent is advised by the Required Lenders that the applicable Benchmark for any requested Interest Period with respect above shall be to a proposed Benchmark Rate Loan will not adequately and fairly reflect increase the cost to such Lenders Lender of making, funding or maintaining their Benchmark Rate any Revolving Credit Loans included in or to reduce the amount of any sum receivable by such Borrowing for Lender or such Interest Period, then Administrative Agent will promptly so notify Borrower and each Lender. Thereafter, (x) the obligation 's rate of Lenders to make or maintain Benchmark Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence return on capital with respect to any Revolving Credit Loans to a level below that which such Lender could have achieved but for such imposition, modification or deemed applicability (taking into consideration such Lender's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then, upon demand by such Lender, each Borrower shall immediately pay to such Lender additional amounts which shall be sufficient to compensate such Lender for such increased cost, tax or reduced rate of return. A certificate of such Lender to the Benchmark rate component Borrowers claiming compensation under this Section 4.8 shall be final, conclusive and binding on all parties for all purposes in the absence of manifest error. Such certificate shall set forth the nature of the Base Rateoccurrence giving rise to such compensation, the utilization of additional amount or amounts to be paid to it hereunder and the Benchmark rate component in method by which such amounts were determined. In determining the Base Rate shall be suspendedsuch amount, in each case until Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Lender may revoke use any pending request for a Borrowing of, conversion to or continuation of Benchmark Rate Borrowings or, failing that, will be deemed to have converted such request into a request for a Base Rate Borrowing in the amount specified therein.reasonable averaging and attribution methods

Changed Circumstances. Subject to clause (b) belowNotwithstanding any other provision of this Agreement, if prior to in the commencement of any Interest Period for any Benchmark Rate Borrowing,event that: (ia) Administrative Agent determines On any date on which the LIBOR Rate or the Applicable Floating Rate otherwise would be set Lender shall determine in good faith (which determination shall be conclusive final and binding absent manifest errorconclusive) in connection with any request for a Benchmark Rate Loan or a conversion to or continuation thereof or otherwise, that for any reason adequate and reasonable fair means do not exist for determining ascertaining the applicable Benchmark for LIBOR Rate or the Applicable Floating Rate, or (b) At any requested Interest Period with respect time Lender shall determine in good faith (which determination shall be final and conclusive) that: (i) The making or continuation of or conversion of any loan to a proposed Benchmark LIBOR Rate Loan or an Applicable Floating Rate Loan has been made impracticable or unlawful by (a) the occurrence of a contingency that materially and adversely affects the interbank Eurodollar market, or (b) compliance by Lender in connection good faith with an existing any applicable law or proposed Base Rate Borrowing governmental regulation, guideline, or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (provided that no Benchmark Transition Event shall have occurred at such timewhether or not having the force of law); or (ii) Administrative Agent is advised The LIBOR Rate or the Applicable Floating Rate no longer shall represent the effective cost to Lender for United States dollar deposits in the interbank market for deposits in which Lender regularly participates; then, and in any such event, Lender promptly shall notify Borrower thereof. Until Lender notifies Borrower that the circumstances giving rise to such notice no longer apply, the obligation of Lender to allow selection by Borrower of LIBOR Rate Loans or Applicable Floating Rate Loans affected by the Required Lenders that contingencies described in this Section 4.13 shall be suspended. If, at the applicable Benchmark for any requested Interest Period time Lender so notifies Borrower, Borrower previously has given Lender a Notice of Borrowing or Conversion with respect to a proposed Benchmark Rate Loan will not adequately and fairly reflect the cost to such Lenders of funding one or maintaining their Benchmark more LIBOR Rate Loans included in such Borrowing for such Interest Period, then Administrative Agent will promptly so notify Borrower and each Lender. Thereafter, (x) the obligation of Lenders to make or maintain Benchmark Applicable Floating Rate Loans but such Revolving Loans have not yet gone into effect, such notification shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Benchmark rate component of the Base Rate, the utilization of the Benchmark rate component in determining the Base Rate shall be suspended, in each case until Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Benchmark Rate Borrowings or, failing that, will be deemed to have converted such request into be a request for a Base Rate Borrowing in the amount specified thereinLoan.

Changed Circumstances. Subject to clause (b) below, if prior to the commencement of any Interest Period for any Benchmark Rate BorrowingAdvance, (i) Administrative Agent Lender determines (which determination shall be conclusive and binding absent manifest error) in connection with any request for a Benchmark Rate Loan or a conversion to Advance or continuation thereof or otherwise, that for any reason adequate and reasonable means do not exist for determining the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark Rate Loan or in connection with an existing or proposed Base Rate Borrowing Advance (provided that no Benchmark Transition Event shall have occurred at such time); or (ii) Administrative Agent is advised by the Required Lenders Lender determines that the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark BSBY Rate Loan Advance will not adequately and fairly reflect the cost to such Lenders Lender of funding or maintaining their the Benchmark Rate Loans Advances included in such Borrowing Revolving Advance for such Interest Period, then Administrative Agent ▇▇▇▇▇▇ will promptly so notify Borrower and each LenderBorrower. Thereafter, (x) the obligation of Lenders until ▇▇▇▇▇▇ revokes such notice, Borrower may continue to make or borrow and maintain Benchmark Rate Loans shall be suspendedoutstanding Revolving Advances hereunder, and (y) in the event of a determination described in the preceding sentence with respect to the Benchmark rate component of the Base Rate, the utilization of the Benchmark rate component in determining each Revolving Advance made or outstanding hereunder shall accrue interest at the Base Rate shall be suspended, in each case until Administrative Agent (upon plus the instruction of the Required Lenders) revokes such noticeApplicable Margin. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing Revolving Advance of, conversion to or continuation of Benchmark Rate Borrowings or, failing that, will be deemed to have converted such request into a request for a Base Rate Borrowing in the amount specified thereinAdvance.

Changed Circumstances. (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or Circumstances Affecting Benchmark Availability. Subject to clause (bc) below, in connection with any request for a SOFR Loan or a conversion to or continuation thereof or otherwise, if prior to the commencement of any Interest Period for any Benchmark Rate Borrowing, reason (i) the Administrative Agent determines shall determine (which determination shall be conclusive and binding absent manifest error) in connection with any request for a Benchmark Rate Loan or a conversion to or continuation thereof or otherwise, that for any reason reasonable and adequate and reasonable means do not exist for determining ascertaining Adjusted Term SOFR for the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark Rate SOFR Loan on or in connection with an existing prior to the first day of such Interest Period or proposed Base Rate Borrowing (provided that no Benchmark Transition Event shall have occurred at such time); or (ii) Administrative Agent is advised by the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark Rate Loan will Adjusted Term SOFR does not adequately and fairly reflect the cost to such Lenders of funding making or maintaining their Benchmark Rate such Loans included in such Borrowing for during such Interest PeriodPeriod and, then in the case of clause (ii), the Required Lenders have provided notice of such determination to the Administrative Agent, then, in each case, the Administrative Agent will shall promptly so notify Borrower and each Lendergive notice thereof to the Borrower. ThereafterUpon notice thereof by the Administrative Agent to the Borrower, (x) the any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to convert any Loan to or maintain Benchmark Rate Loans continue any Loan as a SOFR Loan, shall be suspended, and suspended (yto the extent of the affected SOFR Loans or the affected Interest Periods) in until the event of a determination described in the preceding sentence Administrative Agent (with respect to the Benchmark rate component of the Base Rateclause (ii), the utilization of the Benchmark rate component in determining the Base Rate shall be suspended, in each case until Administrative Agent (upon at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Benchmark Rate Borrowings SOFR Loans (to the extent of the affected SOFR Loans or the affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Base Rate Borrowing borrowing of or conversion to ABR Loans in the amount specified thereintherein and (B) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. (b) the Administrative Agent shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period,Laws Affecting SOFR Availability. If, after the date hereof, the introduction of, or any change in, any applicable law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective lending offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective lending offices) to honor its obligations hereunder to make or maintain any SOFR Loan, or to determine or charge interest based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders (an “Illegality Notice”). Thereafter, until each affected Lender notifies the Administrative Agent and the Administrative Agent notifies the Borrower that the circumstances giving rise to such determination no longer exist, (i) any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to convert any Loan to a SOFR Loan or continue any Loan as a SOFR Loan, shall be suspended and (ii) if necessary to avoid such illegality, the Administrative Agent shall compute the ABR without reference to clause (c) of the definition of “ABR”. Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all SOFR Loans to ABR Loans (in each case, if necessary to avoid such the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower have the right to convert Loans to Eurodollar Loans.

Changed Circumstances. Subject to clause (b) below, if prior to the commencement of any Interest Period for any Benchmark Rate Borrowing, (i) Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) in connection with any request for a Benchmark Rate Loan or a conversion to or continuation thereof or otherwise, that for any reason adequate and reasonable means do not exist for determining the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark Rate Loan or in connection with an existing or proposed Base Rate Borrowing (provided that no Benchmark Transition Event shall have occurred at such time); or (ii) Administrative Agent is advised by the Required Lenders that the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark Rate Loan will not adequately and fairly reflect the cost to such Lenders of funding or maintaining their Benchmark Rate Loans included in such Borrowing for such Interest Period, then Administrative Agent will promptly so notify Borrower and each Lender. Thereafter, (x) the obligation of Lenders to make or maintain Benchmark Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Benchmark rate Rate component of the Base Rate, the utilization of the Benchmark rate Rate component in determining the Base Rate shall be suspended, in each case until Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Benchmark Rate Borrowings or, failing that, will be deemed to have converted such request into a request for a Base Rate Borrowing in the amount specified therein.

Changed Circumstances. Subject to clause (b) below, if prior to the commencement of any Interest Period for any Benchmark Rate Borrowing, (i) Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) in connection with any request for a Benchmark Rate Loan or a conversion to or continuation thereof or otherwise, that for any reason adequate and reasonable means do not exist for determining the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark Rate Loan or in connection with an existing or proposed Base Rate Borrowing (provided that no Benchmark Transition Event shall have occurred at such time); or (ii) Administrative Agent is advised by the Required Lenders that the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark Rate Loan will not adequately and fairly reflect the cost to such Lenders of funding or maintaining their Benchmark Rate Loans included in such Borrowing for such Interest Period, then Administrative Agent will promptly so notify Borrower and each Lender. Thereafter, (x) the obligation of Lenders to make or maintain Benchmark Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Benchmark rate Rate component of the Base Rate, the utilization of the Benchmark rate Rate component in determining the Base Rate shall be suspended, in each case until Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Benchmark Rate Borrowings or, failing that, will be deemed to have converted such request into a request for a Base Rate Borrowing in the amount specified therein.

Changed Circumstances. Subject to clause (b) below, if prior to the commencement of any Interest Period for any Benchmark Rate BorrowingAdvance, (i) Administrative Agent i. Lender determines (which determination shall be conclusive and binding absent manifest error) in connection with any request for a Benchmark Rate Loan or a conversion to Advance or continuation thereof or otherwise, that for any reason adequate and reasonable means do not exist for determining the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark Rate Loan or in connection with an existing or proposed Base Rate Borrowing Advance (provided that no Benchmark Transition Event shall have occurred at such time); or (ii) Administrative Agent is advised by the Required Lenders i. Lender determines that the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark BSBY Rate Loan Advance will not adequately and fairly reflect the cost to such Lenders Lender of funding or maintaining their the Benchmark Rate Loans Advances included in such Borrowing Revolving Advance for such Interest Period, then Administrative Agent ▇▇▇▇▇▇ will promptly so notify Borrower and each LenderBorrower. Thereafter, (x) the obligation of Lenders until ▇▇▇▇▇▇ revokes such notice, Borrower may continue to make or borrow and maintain Benchmark Rate Loans shall be suspendedoutstanding Revolving Advances hereunder, and (y) in the event of a determination described in the preceding sentence with respect to the Benchmark rate component of the Base Rate, the utilization of the Benchmark rate component in determining each Revolving Advance made or outstanding hereunder shall accrue interest at the Base Rate shall be suspended, in each case until Administrative Agent (upon plus the instruction of the Required Lenders) revokes such noticeApplicable Margin. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing Revolving Advance of, conversion to or continuation of Benchmark Rate Borrowings or, failing that, will be deemed to have converted such request into a request for a Base Rate Borrowing in the amount specified thereinAdvance.

Changed Circumstances. Subject to clause (b) below, if prior to the commencement of any Interest Period for any Benchmark Rate BorrowingPortion, (i) Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) in connection with any request for a Benchmark Rate Loan Portion or a conversion to or continuation thereof or otherwise, that for any reason adequate and reasonable means do not exist for determining the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark Rate Loan Portion or in connection with an existing or proposed Base Rate Borrowing Portion (provided that no Benchmark Transition Event shall have occurred at such time); or (ii) Administrative Agent is advised by the Required Lenders that the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark Rate Loan Term SOFR Portion will not adequately and fairly reflect the cost to such Lenders of funding or maintaining their Benchmark Rate Loans Portions included in such Revolving Credit Borrowing for such Interest Period, then Administrative Agent will promptly so notify Borrower and each Lender. Thereafter, (x) the obligation of Lenders to make or maintain Benchmark Rate Loans Portions shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Benchmark benchmark rate component of the Base Rate, the utilization of the Benchmark benchmark rate component in determining the Base Rate shall be suspended, in each case until Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Revolving Credit Borrowing of, conversion to or continuation of Benchmark Rate Borrowings Portions or, failing that, will be deemed to have converted such request into a request for a Base Rate Borrowing Portion in the amount specified therein.

Changed Circumstances. Subject to clause (b) below, if prior to the commencement of any Interest Period for any Benchmark Rate Borrowing, (i) Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) in connection with any request for a Benchmark Rate Loan or a conversion to or continuation thereof or otherwise, that for any reason adequate and reasonable means do not exist for determining the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark Rate Loan or in connection with an existing or proposed Base Rate Borrowing (provided that no Benchmark Transition Event shall have occurred at such time); or (ii) Administrative Agent is advised by the Required Lenders that the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark Rate Loan will not adequately and fairly reflect the cost to such Lenders of funding or maintaining their Benchmark Rate Loans included in such Borrowing for such Interest Period, then Administrative Agent will promptly so notify Borrower and each Lender. Thereafter, (x) the obligation of Lenders to make or maintain Benchmark Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Benchmark rate component of the Base Rate, the utilization of the Benchmark rate component in determining the Base Rate shall be suspended, in each case until Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Benchmark Rate Borrowings or, failing that, will be deemed to have converted such request into a request for a Base Rate Borrowing in the amount specified therein.42297167v.11

Changed Circumstances. Subject to clause (b) belowNotwithstanding any other provision of this Agreement, if prior to in the commencement of any Interest Period for any Benchmark Rate Borrowing,event that: (ia) Administrative Agent determines On any date on which the LIBOR Rate or the Applicable Floating Rate otherwise would be set Lender shall determine in good faith (which determination shall be conclusive final and binding absent manifest errorconclusive) in connection with any request for a Benchmark Rate Loan or a conversion to or continuation thereof or otherwise, that for any reason adequate and reasonable fair means do not exist for determining ascertaining the applicable Benchmark for LIBOR Rate or the Applicable Floating Rate, or (b) At any requested Interest Period with respect time Lender shall determine in good faith (which determination shall be final and conclusive) that: (i) The making or continuation of or conversion of any loan to a proposed Benchmark LIBOR Rate Loan or an Applicable Floating Rate Loan has been made impracticable or unlawful by (a) the occurrence of a contingency that materially and adversely affects the interbank Eurodollar market, or (b) compliance by Lender in connection good faith with an existing any applicable law or proposed Base Rate Borrowing governmental regulation, guideline, or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (provided that no Benchmark Transition Event shall have occurred at such timewhether or not having the force of law); or (ii) Administrative Agent is advised The LIBOR Rate or the Applicable Floating Rate no longer shall represent the effective cost to Lender for United States dollar deposits in the interbank market for deposits in which Lender regularly participates; then, and in any such event, Lender promptly shall notify Borrower thereof. Until Lender notifies Borrower that the circumstances giving rise to such notice no longer apply, the obligation of Lender to allow selection by Borrower of LIBOR Rate Loans or Applicable Floating Rate Loans affected by the Required Lenders that contingencies described in this Section 4.14 shall be suspended. If, at the applicable Benchmark for any requested Interest Period time Lender so notifies Borrower, Borrower previously has given Lender a Notice of Borrowing or Conversion with respect to a proposed Benchmark Rate Loan will not adequately and fairly reflect the cost to such Lenders of funding one or maintaining their Benchmark more LIBOR Rate Loans included in such Borrowing for such Interest Period, then Administrative Agent will promptly so notify Borrower and each Lender. Thereafter, (x) the obligation of Lenders to make or maintain Benchmark Applicable Floating Rate Loans but such Revolving Loans have not yet gone into effect, such notification shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Benchmark rate component of the Base Rate, the utilization of the Benchmark rate component in determining the Base Rate shall be suspended, in each case until Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Benchmark Rate Borrowings or, failing that, will be deemed to have converted such request into be a request for a Base Rate Borrowing in the amount specified thereinLoan.