Common use of Inability to Determine Applicable Interest Rate Clause in Contracts

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent or the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Rate (or clause (c) of the definition of Base Rate), Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon (a) no Loans may be made or maintained as, or converted to, Eurocurrency Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as Administrative Agent notifies Company and Lenders that the circumstances giving rise to such notice no longer exist and (c) any Notice of Borrowing or Notice of Conversion/Continuation given by a Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be for a Base Rate Loan unless such Borrower shall have rescinded such Notice of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative Agent.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent or of any Market Disruption, the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Rate (or clause (c) of the definition of Base Rate), Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company the Borrower Representative and each Lender of such determination, whereupon (ai) with respect to Loans denominated in Dollars or Canadian Dollars, (x) no Loans may be made or maintained as, or converted to, Eurocurrency Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as the Administrative Agent notifies Company the Borrower Representative and Lenders that the circumstances giving rise to such notice no longer exist and (cy) any Borrowing Notice of Borrowing or Notice of Conversion/Continuation Notice given by a the Borrower Representative with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower Representative, and (ii) with respect to Loans denominated in Euros or Other Foreign Currency, if the Administrative Agent or the Borrower Representative so require, the Administrative Agent and the Borrower Representative will negotiate in good faith for a Base period of not more than 30 days in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the affected Eurocurrency Rate Loan Loans and, (x) if a substitute basis is agreed within that period between the Administrative Agent and the Borrower Representative, then it shall apply in accordance with its terms (and may be retrospective to the beginning of the relevant Interest Period) and (y) unless and until a substitute basis is so agreed, the interest payable to such Borrower shall have rescinded such Notice Lenders on the applicable Eurocurrency Rate Loans for the relevant Interest Period will be the rate notified to the Administrative Agent by that Lender to be its cost of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative Agentfunds (from any source which it may reasonably select) plus the Applicable Margin and, if applicable, Mandatory Costs.

Inability to Determine Applicable Interest Rate. In If the event that Administrative Agent or the Requisite Lenders shall have determined determine in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, be final and conclusive and binding upon on all parties hereto), ) that on any Interest Rate Determination Date that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) date by reason of circumstances affecting the applicable London interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base Eurodollar Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Rate (or clause (c) of Adjusted Eurodollar Rate, the definition of Base Rate), Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writingsuch notice, the “Initial Notice”) to Company the Administrative Borrower and each Lender of such determination. Thereafter, whereupon (a) no Loans may be made or maintained as, or converted to, Eurocurrency Eurodollar Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b)Loans, until such time as the Administrative Agent notifies Company the Administrative Borrower and the Lenders that the circumstances giving rise to such notice Initial Notice no longer exist (in which case the Administrative Agent shall give prompt notice to the Administrative Borrower and (c) the Lenders). Upon receipt of the Initial Notice, the Administrative Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation given or Conversion then submitted by a it. If the Administrative Borrower with respect to does not revoke such notice, the Lenders shall make, convert or continue such Loans, as proposed by the Administrative Agent, in the amount specified in such notice submitted by the Administrative Borrower, but such Loans in respect of which such determination was made shall be deemed to be for a made, converted or continued as Base Rate Loan unless such Borrower shall have rescinded such Notice Loans instead of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative AgentEurodollar Rate Loans.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent or the Requisite Lenders shall have reasonably determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Reset Date with respect to any LIBOR Rate Loans, that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable London interbank market, market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base LIBOR Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Adjusted LIBOR Rate (or clause (c) of the definition of Base Rate“LIBOR Unavailability”), the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company the Borrower and each Lender the Lenders of such determination, whereupon (ai) no Loans may be made or maintained as, or converted to, Eurocurrency as LIBOR Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as the Administrative Agent notifies Company the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (ii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist and at such time, (ciii) the Borrower shall have the right to rescind any Funding Notice of Borrowing or Notice of Conversion/Continuation previously given by a the Borrower with respect to the Loans in respect of which such determination was made shall be deemed by giving notice (by telefacsimile or by telephone confirmed in writing) to be for a Base Rate Loan unless such Borrower shall have rescinded such Notice of Borrowing or Notice of Conversion/Continuation by promptly giving written notice the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above and (iv) any Loans made during such period shall be made as Base Rate Loans. At such time as the Administrative Agent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.12(a) shall automatically convert to Administrative AgentLIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Period.

Inability to Determine Applicable Interest Rate. In Notwithstanding anything to the contrary in this Agreement or any Credit Document, in the event that the Administrative Agent or the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Term SOFR Rate Loans, that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount reasonable and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base Term SOFR Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Rate (SOFR or clause (c) of Term SOFR, the definition of Base Rate), Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company the Borrowers and each Lender of such determination, whereupon (a) no Loans may be made or maintained as, or converted to, Eurocurrency Term SOFR Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as the Administrative Agent notifies Company the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist and exist, (cb) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by a Borrower the Borrowers with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrowers and (c) all such Loans described in clause (b) hereof shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans on the last day of the then current Interest Period applicable thereto without reference to the Adjusted Term SOFR Rate component of the Base Rate, unless the Borrowers prepay such Loans in accordance with this Agreement. If the circumstances described in this Section 2.17.1 occur but only with respect to limited, but not all, tenors of the then applicable term rate Benchmark (including Term SOFR), then (x) the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such illegal or impracticable tenor and (y) if a tenor that was removed pursuant to clause (x) of this sentence is subsequently displayed on a screen or information service for a Base Rate Loan unless Benchmark, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such Borrower shall have rescinded time to reinstate such Notice of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative Agentpreviously removed tenor.

Inability to Determine Applicable Interest Rate. In the event that the applicable Administrative Agent or the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate Loans, that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable London interbank market, market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Rate “Adjusted Eurodollar Rate”, or, in the case of Eurodollar Loans that are Revolving Loans, only one Reference Bank supplies a rate to Revolving Facility Administrative Agent to determine such rate for the applicable Interest Period (or clause (ci) in the case of the definition of Base Rate)Term Loans, Term Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company Borrower and each Term Loan Lender of such determination, whereupon (aA) no Term Loans may be made or maintained as, or converted to, Eurocurrency Eurodollar Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as Term Administrative Agent notifies Company Borrower and Term Loan Lenders that the circumstances giving rise to such notice no longer exist exist, and (cB) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by a Borrower with respect to the Term Loans in respect of which such determination was made shall be deemed to be for a Base Rate Loan unless rescinded by Borrower and (ii) in the case of Revolving Loans, Revolving Facility Administrative Agent shall promptly notify the Revolving Lenders and Borrower thereof and the interest rate applicable to any such Borrower shall have rescinded such Notice of Borrowing or Notice of Conversion/Continuation by promptly giving written notice Revolving Lender’s Pro Rata Share of such rescission affected Revolving Loans shall be equal to the sum of the Applicable Margin and the percentage rate per annum notified to Revolving Facility Administrative Agent by such Revolving Lender, as soon as practicable and in any event not later than five Business Days before interest is due to be paid in respect of such Interest Period (or such later date as may be acceptable to Revolving Facility Administrative Agent), as the cost to such Revolving Lender of funding its participation in such Revolving Loan from whatever source(s) it may reasonably select.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent or the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties heretohereto absent manifest error), on any Interest Rate Determination Date with respect to any LIBOR Rate Loans, that (i) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable London interbank market for the applicable amount and Interest Period of such Eurocurrency LIBOR Rate Loan, Loans or (ii) by reason of circumstances affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base LIBOR Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Adjusted LIBOR Rate (or in the case with respect to clause (ci) of above, the definition of Base Rate“Impacted Loans”), Administrative Agent shall on such date give notice (by telefacsimile telecopy or by telephone confirmed in writing) to Company Borrower and each Lender of such determination, whereupon (ai) no Loans may be made or maintained as, or converted to, Eurocurrency LIBOR Rate Loans in (to the extent of the affected currency LIBOR Rate Loans or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (bInterest Periods), until such time time, as Administrative Agent notifies Company Borrower and Lenders that the circumstances giving rise to such notice no longer exist exist, and (cii) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by a Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by Borrower. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) (i) of this section, the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for a Base Rate Loan unless the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this section (which it shall use commercially reasonable efforts to do promptly upon cessation of the circumstances described therein), (2) the Administrative Agent or the affected Lenders notify the Administrative Agent and the Borrower shall have rescinded that such Notice alternative interest rate does not adequately and fairly reflect the cost to such Lenders of Borrowing funding the Impacted Loans, or Notice (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of Conversion/Continuation by promptly giving interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice of such rescission to Administrative Agentthereof.

Inability to Determine Applicable Interest Rate. In the event that the(a) Administrative Agent or the Requisite Lenders shall have reasonably determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered with respect to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loanany LIBOR RateSOFR Loans that, or (ii) by reason of circumstances affecting the applicable London interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR RateSOFR Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Rate LIBOR Rate, as applicable, (or in each case, with respect this clause (c) of the definition of Base Ratea), “Impacted Loans”), the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company the Borrower and each Lender of such determination, whereupon (a1) no Loans may be made or maintained as, or converted to, Eurocurrency Rate LIBOR RateSOFR Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as the Administrative Agent notifies Company the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist exist, and (c2) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by a the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be for a rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loan unless Loans without reference to the LIBOR RateAdjusted Term SOFR component of the Base Rate. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 3.1(c). Illegality or Impracticability of LIBOR RateSOFR Loans. In the event that on(b) any date any Lender shall have rescinded such Notice of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with the Borrower and the Administrative Agent.) that the making, maintaining or continuation of its LIBOR RateSOFR Loans (i) has become unlawful as a result of compliance by such Lender in good faith 72

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent or the Requisite Lenders shall have reasonably determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Reset Date with respect to any LIBOR Rate Loans, that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable London interbank market, market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base LIBOR Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Adjusted LIBOR Rate (or clause (c) of the definition of Base Rate“LIBOR Unavailability”), the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company the Borrower and each Lender of such determination, whereupon (ai) no Loans may be made or maintained as, or converted to, Eurocurrency as LIBOR Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as the Administrative Agent notifies Company the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist and exist, (cii) the Borrower shall have the right to rescind any Funding Notice of Borrowing or Notice of Conversion/Continuation Interest Rate Election previously given by a the Borrower with respect to the Loans in respect of which such determination was made shall be deemed by giving notice (by telefacsimile or by telephone confirmed in writing) to be for a Base Rate Loan unless such Borrower shall have rescinded such Notice of Borrowing or Notice of Conversion/Continuation by promptly giving written notice the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to the Lenders), (iii) all then-existing Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time and (iv) any subsequent borrowings shall be made as Base Rate Loans until such circumstances no longer exist. At such time as the Administrative AgentAgent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.16(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Period.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent or (upon the Requisite Lenders written instruction of the Required Lenders) shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate Loans, that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii1) by reason of circumstances affecting the applicable London interbank market, market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Eurodollar Rate or (or clause (c2) deposits are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of the definition of Base Rate)such Eurodollar Rate Loan, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company Borrowers and each Lender of such determination, whereupon (ai) no Loans may be made or maintained as, or converted to, Eurocurrency Eurodollar Rate Loans in the affected currency or currencies, and (bii) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Eurodollar Rate component of the Base Rate, the utilization of the Eurocurrency Eurodollar Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as Administrative Agent notifies Company and Lenders that (upon the circumstances giving rise to written instruction of the Required Lenders) revokes such notice no longer exist and (c) notice. Upon receipt of such notice, Borrowers may revoke any pending Borrowing Notice of Borrowing And Certificate or Notice of Conversion/Continuation given by a Borrower with respect to the Notice of Eurodollar Rate Loans in respect of which such determination was made shall the affected currency or currencies or, failing that, will be deemed to be have converted such request into a request for a borrowing of Base Rate Loan unless such Borrower shall have rescinded such Notice of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative AgentLoans in the amount specified therein.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent or the Requisite Lenders acting in good faith shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties heretohereto absent manifest error), on any Interest Rate Determination Date with respect to any Eurodollar Rate Loans, that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable London interbank market, market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Rate “Adjusted Eurodollar Rate” (or clause (c) of the definition of Base Rateeach, a “Market Disruption Event”), Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company Borrower and each Lender of such determination, whereupon (ai) no Loans may be made or maintained as, or converted to, Eurocurrency Eurodollar Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as Administrative Agent notifies Company and Lenders that the circumstances giving rise to such notice no longer exist (and Administrative Agent will promptly give Borrower such notice), and (cii) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by a Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be for rescinded by Borrower. During any period in which a Base Rate Loan unless Market Disruption Event is in effect, Borrower may request that Administrative Agent confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect. If, within fifteen (15) Business Days following such confirmation request, Administrative Agent has not confirmed the continued effectiveness of such Market Disruption Event, then such Market Disruption Event shall no longer be deemed to be in effect; provided, that (A) Borrower shall have rescinded not be permitted to submit any such Notice request more than once in any Fiscal Quarter and (B) nothing contained in this Section 2.18(a) or the failure to provide confirmation of Borrowing or Notice of Conversion/Continuation by promptly giving written notice the continued effectiveness of such rescission to Market Disruption Event shall in any way affect Administrative Agent’s or Requisite Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.18(a).

Inability to Determine Applicable Interest Rate. In Notwithstanding anything to the contrary in this Agreement or any Credit Document (and any Swap Agreement shall be deemed not to be a “Credit Document” for purposes of this Section 3.1), but subject to clause (c) below, in the event that (i) the Administrative Agent or the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any SOFR Loans, that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount reasonable and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such SOFR Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Rate SOFR or Term or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Term SOFR does not adequately and fairly reflect the cost to such Lenders of making or clause (c) of maintaining such SOFR Loans during such Interest Period, then, in each case, the definition of Base Rate), Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company the Borrower and each Lender of such determination, whereupon (a) no Loans may be made or maintained as, or converted to, Eurocurrency Rate SOFR Loans in until such time as the affected currency or currencies, Administrative Agent (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component foregoing clause (ii), at the instruction of the Base Rate, Required Lenders) notifies the utilization of Borrower and the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as Administrative Agent notifies Company and Lenders that the circumstances giving rise to such notice no longer exist and exist. Upon receipt of such notice, (cA) the Borrower may revoke any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by a the Borrower with respect to for the proposed Loans in respect of which such determination was made made, or, failing that, such proposed Loans shall be automatically made, continued as, or converted to, as applicable, Base Rate Loans (without reference to the Term SOFR component of the Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to be have been converted into Base Rate Loans (without reference to the Term SOFR component of the Base Rate) at the end of the applicable Interest Period, unless the Borrower prepays such Loans in accordance with this Agreement. If the circumstances described in this Section 3.1(a) occur but only with respect to limited, but not all, tenors of the then applicable term rate Benchmark (including Term SOFR), then (x) the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such illegal or impracticable tenor and (y) if a tenor that was removed pursuant to clause (x) of this sentence is subsequently displayed on a screen or information service for a Base Rate Loan unless Benchmark, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such Borrower shall have rescinded time to reinstate such Notice of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative Agentpreviously removed tenor.

Inability to Determine Applicable Interest Rate. (i) In the event that the Administrative Agent or the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Loans, that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable London interbank market, market (A) adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, or (B) the Administrative Agent shall have received notice from the Required Lenders that the Adjusted LIBOR Rate or clause (c) LIBOR Index Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their LIBOR Loans for such Interest Period and such circumstances also affect such Lenders with respect to similarly situated borrowers in other secured loan transactions, the definition of Base Rate), Administrative Agent shall on such date give notice (by telefacsimile telefacsimile, other electronic means or by telephone confirmed in writing) to Company the Borrower and each Lender of such determination, whereupon (a1) no Loans may be made or maintained as, or converted to, Eurocurrency Rate LIBOR Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as the Administrative Agent notifies Company and Lenders that (upon the circumstances giving rise to instruction of the Required Lenders) revokes such notice no longer exist notice, and (c2) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by a the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be for a rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loan unless such Borrower shall have rescinded such Notice Loans without reference to the LIBOR Index Rate component of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative Agentthe Base Rate.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent or of any Market Disruption, the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Rate (or clause (c) of the definition of Base Rate), Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company the Borrower Representative and each Lender of such determination, whereupon (ai) with respect to Loans denominated in Dollars, (A) no Loans may be made or maintained as, or converted to, Eurocurrency Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as the Administrative Agent notifies Company the Borrower Representative and Lenders that the circumstances giving rise to such notice no longer exist and (cB) any Borrowing Notice of Borrowing or Notice of Conversion/Continuation Notice given by a the Borrower Representative with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower Representative, and (ii) with respect to Loans denominated in Euros or Other Foreign Currency, if the Administrative Agent or the Borrower Representative so require, the Administrative Agent and the Borrower Representative will negotiate in good faith for a Base period of not more than thirty (30) days in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the affected Eurocurrency Rate Loan Loans and, (A) if a substitute basis is agreed within that period between the Administrative Agent (with the consent of all the Lenders holding such Eurocurrency Loans) and the Borrower Representative, then it shall apply in accordance with its terms (and may be retrospective to the beginning of the relevant Interest Period) and (B) unless and until a substitute basis is so agreed, the interest payable to such Borrower shall have rescinded such Notice Lenders on the applicable Eurocurrency Rate Loans for the relevant Interest Period will be the rate notified to the Administrative Agent by that Lender to be its cost of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative Agentfunds (from any source which it may reasonably select) plus the Applicable Margin and, if applicable, Mandatory Costs.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent or the Requisite Lenders shall have reasonably determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate Loans, that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances arising after the Effective Date affecting the applicable London interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Rate (or clause (c) of Reserve Adjusted Eurodollar Rate, the definition of Base Rate), Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company the Borrower and each Lender of such determination, whereupon (ai) no Loans may be made or maintained continued as, or converted to, Eurocurrency Eurodollar Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b)Loans, until such time as the Administrative Agent notifies Company the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist (such notification not to be unreasonably withheld or delayed) and (cii) any Notice of Borrowing or Notice of Conversion/Continuation given by a the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be for a Base Rate Loan unless such Borrower shall have rescinded by the Borrower; provided, however, that, at the option of the Borrower, any such Notice of Borrowing or may be re-submitted to the Administrative Agent indicating that the Borrower is electing a Base Rate Loan, which Loan shall be funded not later than one Business Day after the date of such Base Rate Loan Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative Agent.Borrowing in accordance with Section 2.1B.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent or of any Market Disruption, the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Rate (or clause (c) of the definition of Base Rate), Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company the Borrower Representative and each Lender of such determination, whereupon (ai) with respect to Loans denominated in Dollars or Canadian Dollars, (x) no Loans may be made or maintained as, or converted to, Eurocurrency Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as the Administrative Agent notifies Company the Borrower Representative and Lenders that the circumstances giving rise to such notice no longer exist and (cy) any Borrowing Notice of Borrowing or Notice of Conversion/Continuation Notice given by a the Borrower Representative with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower Representative, and (ii) with respect to Loans denominated in Euros or Other Foreign Currency, if the Administrative Agent or the Borrower Representative so require, the Administrative Agent and the Borrower Representative will negotiate in good faith for a Base period of not more than 30 days in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the affected Eurocurrency Rate Loan Loans and, (x) if a substitute basis is agreed within that period between the Administrative Agent and the Borrower Representative, then it shall apply in accordance with its terms (and may be retrospective to the beginning of the relevant Interest Period) and (y) unless and until a substitute basis is so agreed, the interest payable to such Borrower shall have rescinded such Notice Lenders on the applicable Eurocurrency Rate Loans for the relevant Interest Period will be the rate confirmed in writing to the Administrative Agent by that Lender to be its cost of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative Agentfunds (from any source which it may reasonably select) plus the Applicable Margin and, if applicable, Mandatory Costs.

Inability to Determine Applicable Interest Rate. In the event If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that Administrative (a) Agent or the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shallshall be final, absent manifest error, be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date ) or have received a notice or notices from Required Lenders that (i) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable London interbank market for the applicable amount and Interest Period of such Eurocurrency Eurodollar Rate Loan, or (iib) by reason of circumstances affecting the applicable interbank marketAgent shall have determined in good faith (which determination shall be final, conclusive and binding upon all parties hereto) that adequate and fair reasonable means do not exist for ascertaining determining the interest rate Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan, (c) the applicable to such Loans (including Base Rate Loans determined by reference to Reuters Screen Page is not available for the Eurocurrency timely determination of the Eurodollar Rate, and whether denominated the Eurodollar Rate cannot otherwise be determined in Dollars or an Alternative Currency) on the basis provided for a timely manner in accordance with the definition of Eurocurrency Rate (or clause (c) of the definition of Base “Adjusted Eurodollar Rate), Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon (a) no Loans may be made or maintained as”, or converted to, Eurocurrency (d) Agent has received notice from Required Lenders that the Eurodollar Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the Eurocurrency Rate component cost to such Lenders of funding such Loan, Agent will promptly so notify the Administrative Borrower. Thereafter, the obligation of the Base Rate, Lenders to make or maintain Eurodollar Rate Loans shall be suspended until Agent (upon the utilization instruction of the Eurocurrency Required Lenders) revokes such notice. Upon receipt of such notice, Borrowers may revoke any pending request for a Eurodollar Rate component in determining the Base Loan or conversion to or continuation of Eurodollar Rate shall be suspendedLoans or, in each case of clauses (a) and (b)failing that, until such time as Administrative Agent notifies Company and Lenders that the circumstances giving rise to such notice no longer exist and (c) any Notice of Borrowing or Notice of Conversion/Continuation given by a Borrower with respect to the Loans in respect of which such determination was made shall will be deemed to be have converted such request into a request for a Base Rate Loan unless such Borrower shall have rescinded such Notice of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative Agentin the amount specified therein.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent or the Requisite Lenders shall have reasonably determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Reset Date with respect to any LIBOR Rate Loans, that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable London interbank market, market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base LIBOR Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Adjusted LIBOR Rate (or clause (c) of the definition of Base Rate"LIBOR Unavailability"), the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company the Borrower and each the Lender of such determination, whereupon (ai) no Revolving Loans may be made or maintained as, or converted to, Eurocurrency as LIBOR Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as the Administrative Agent notifies Company the Borrower and Lenders the Lender that the circumstances giving rise to such notice no longer exist and exist, (cii) the Borrower shall have the right to rescind any Funding Notice of Borrowing or Notice of Conversion/Continuation previously given by a the Borrower with respect to the Revolving Loans in respect of which such determination was made shall be deemed by giving notice (by telefacsimile or by telephone confirmed in writing) to be for a Base Rate Loan unless such Borrower shall have rescinded such Notice of Borrowing or Notice of Conversion/Continuation by promptly giving written notice the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to the Lender), (iii) all then-existing Revolving Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time and (iv) any subsequent borrowings shall be made as Base Rate Loans until such circumstances no longer exist. At such time as the Administrative AgentAgent shall notify the Borrower and the Lender that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lender as a consequence of this Section 2.14(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Period.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent or of any Market Disruption, the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Rate (or clause (c) of the definition of Base Rate), Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company the Borrower Representative and each Lender of such determination, whereupon (ai) with respect to Loans denominated in Dollars or Canadian Dollars, (x) no Loans may be made or maintained as, or converted to, Eurocurrency Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as the Administrative Agent notifies Company the Borrower Representative and Lenders that the circumstances giving rise to such notice no longer exist and (cy) any Borrowing Notice of Borrowing or Notice of Conversion/Continuation Notice given by a the Borrower Representative with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower Representative, and (ii) with respect to Loans denominated in Euros or Other Foreign Currency, if the Administrative Agent or the Borrower Representative so require, the Administrative Agent and the Borrower Representative will negotiate in good faith for a Base period of not more than 30 days in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the affected Eurocurrency Rate Loan Loans and, (x) if a substitute basis is agreed within that period between the Administrative Agent and the Borrower Representative, then it shall apply in accordance with its terms (and may be retrospective to the beginning of the relevant Interest Period) and (y) unless and until a substitute basis is so agreed, 104 the interest payable to such Borrower shall have rescinded such Notice Lenders on the applicable Eurocurrency Rate Loans for the relevant Interest Period will be the rate notified to the Administrative Agent by that Lender to be its cost of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative Agentfunds (from any source which it may reasonably select) plus the Applicable Margin and, if applicable, Mandatory Costs.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent or of any Market Disruption, the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Rate (or clause (c) of the definition of Base Rate), Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company the Borrowers and each Lender of such determination, whereupon (ai) with respect to Loans denominated in Dollars, (A) no Loans may be made or maintained as, or converted to, Eurocurrency Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as the Administrative Agent notifies Company the Borrowers and Lenders that the circumstances giving rise to such notice no longer exist and (cB) any Borrowing Notice of Borrowing or Notice of Conversion/Continuation Notice given by a Borrower the Borrowers with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrowers, and (ii) with respect to Loans denominated in Euro or Other Foreign Currency, if the Administrative Agent or the Borrowers so require, the Administrative Agent and the Borrowers will negotiate in good faith for a Base period of not more than thirty (30) days in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the affected Eurocurrency Rate Loan Loans and, (A) if a substitute basis is agreed within that thirty (30) day period between the Administrative Agent (with the consent of all the Lenders holding such Eurocurrency Rate Loans) and the Borrowers, then it shall apply in accordance with its terms (and may be retrospective to the beginning of the relevant Interest Period) and (B) unless and until a substitute basis is so agreed, the interest payable to such Borrower shall have rescinded such Notice Lenders on the applicable Eurocurrency Rate Loans for the relevant Interest Period will be the rate notified to the Administrative Agent by that Lender to be its cost of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative Agentfunds (from any source which it may reasonably select) plus the Applicable Margin.

Inability to Determine Applicable Interest Rate. In If in connection with any request for a LIBOR Rate Loan or a conversion to or continuation thereof, the event that Administrative Agent or the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date determines that (i) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable London interbank Eurodollar market for the applicable amount and Interest Period of such Eurocurrency LIBOR Rate Loan, or (ii) by reason of circumstances affecting the applicable interbank market, (A) adequate and fair reasonable means do not exist for ascertaining determining the interest rate applicable LIBOR for any requested Interest Period with respect to such Loans (including a proposed LIBOR Rate Loan or in connection with an existing or proposed Base Rate Loan and (B) the circumstances described in Section 2.14(c)(i) do not apply (in each case, “Impacted Loans”), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Rate Loans determined by reference shall be suspended (to the Eurocurrency Rateextent of the affected LIBOR Rate Loans or Interest Periods), and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Rate (or clause (c) of the definition of Base Rate), Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon (a) no Loans may be made or maintained as, or converted to, Eurocurrency Rate Loans in the affected currency or currencies, (by) in the event of a determination described in clause (ii) above the preceding sentence with respect to the Eurocurrency Rate LIBOR component of the Base Rate, the utilization of the Eurocurrency Rate LIBOR component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as the Administrative Agent notifies Company and Lenders that revokes such notice. Upon receipt of such notice, the circumstances giving rise Borrower may revoke any pending request for a Borrowing of, conversion to such notice no longer exist and or continuation of LIBOR Rate Loans (c) any Notice of Borrowing or Notice of Conversion/Continuation given by a Borrower with respect to the extent of the affected LIBOR Rate Loans in respect of which such determination was made shall or Interest Periods) or, failing that, will be deemed to be have converted such request into a request for a Borrowing of Base Rate Loan unless such Borrower shall have rescinded such Notice of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative AgentLoans in the amount specified therein.

Inability to Determine Applicable Interest Rate. In Notwithstanding anything to the contrary in this Agreement or any Loan Document, in the event that Administrative the Agent or the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Term SOFR Rate Loans, that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount reasonable and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base Term SOFR Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Rate (SOFR or clause (c) of Term SOFR, the definition of Base Rate), Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company the Borrower and each Lender of such determination, whereupon (ai) no Loans may be made or maintained as, or converted to, Eurocurrency Term SOFR Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as Administrative the Agent notifies Company the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist and exist, (cii) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by a the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and (iii) all such Loans described in clause (ii) hereof shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans on the last day of the then current Interest Period applicable thereto without reference to the Adjusted Term SOFR Rate component of the Base Rate, unless the Borrower prepays such Loans in accordance with this Agreement. If the circumstances described in this Section 3.1(a) occur but only with respect to limited, but not all, tenors of the then applicable term rate Benchmark (including Term SOFR), then (x) the Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such illegal or impracticable tenor and (y) if a tenor that was removed pursuant to clause (x) of this sentence is subsequently displayed on a screen or information service for a Base Rate Loan unless Benchmark, then the Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such Borrower shall have rescinded time to reinstate such Notice of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative Agentpreviously removed tenor.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent or the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any LIBOR Rate Loans, that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable interbank market, LIBOR market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Rate (or clause (c) of the definition of Base Adjusted LIBOR Rate), Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company Borrower and each Lender of such determination, whereupon (ai) no Loans may be made or maintained as, or converted to, Eurocurrency LIBOR Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as Administrative Agent notifies Company Borrower and Lenders that the circumstances giving rise to such notice no longer exist and (cii) with respect to any Notice of Borrowing or Notice of Conversion/Continuation given by a Borrower in connection with respect to the Loans in respect of which such determination was made shall be deemed to be for a Base Rate Loan unless such made, Borrower shall have rescinded the option, subject to the provisions of subsection 2.6D, to rescind such Notice of Borrowing or Notice of Conversion/Continuation as to all Lenders by promptly giving written notice (by telefacsimile or by telephone confirmed in writing) to Agent of such rescission on the date on which Agent gives notice of such determination as described above; provided that if no such notice of rescission is given by Borrower, such Notice of Borrowing or Notice of Continuation, shall be deemed to Administrative Agentbe a request to borrow, or to convert LIBOR Rate Loans to, Base Rate Loans.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent or (upon the Requisite Lenders written instruction of the Required Lenders) shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate Loans or CDOR Loans, that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii1) by reason of circumstances affecting the applicable interbank market, market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Eurodollar Rate or CDOR Rate or (2) deposits are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or clause (c) of the definition of Base Rate)CDOR Loan, Administrative Agent shall on such date give notice (by telefacsimile telefacsimilefacsimile or by telephone confirmed in writing) to Company Borrowers and each Lender of such determination, whereupon (ai) no Loans may be made or maintained as, or converted to, Eurocurrency Eurodollar Rate Loans in the affected currency or currencies, CDOR Loans and (bii) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Eurodollar Rate component of the Base Rate or the CDOR Rate component of the Canadian Prime Rate, the utilization of the Eurocurrency Eurodollar Rate or CDOR Rate component in determining the Base Rate or Canadian Prime Rate shall be suspended, in each case of clauses (a) and (b), until such time as Administrative Agent notifies Company and Lenders that (upon the circumstances giving rise to written instruction of the Required Lenders) revokes such notice no longer exist and (c) notice. Upon receipt of such notice, Borrowers may revoke any pending Borrowing Notice of Borrowing And Certificate or Notice of Conversion/Continuation given by a Borrower with respect to the Notice of Eurodollar Rate Loans or CDOR Loans in respect of which such determination was made shall the affected currency or currencies or, failing that, will be deemed to be have converted such request into a request for a borrowing of Base Rate Loan unless such Borrower shall have rescinded such Notice of Borrowing Loans or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative AgentCanadian Prime Rate Loans in the amount specified therein.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent or the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered with respect to banks in the applicable interbank market for the applicable amount and Interest Period of such any Eurocurrency Rate LoanLoans denominated in any currency, or (ii) that by reason of circumstances affecting the applicable interbank market, market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of “Adjusted Eurocurrency Rate (or clause (c) of the definition of Base Rate)”, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company Borrower and each Lender of such determination, whereupon (ai) no Loans denominated in such currency may be made or maintained as, or converted to, Eurocurrency Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as Administrative Agent notifies Company Borrower and Lenders that the circumstances giving rise to such notice no longer exist and exist, (cii) any Notice of Borrowing or Notice of Conversion/Continuation Notice given by a Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be for rescinded by Borrower, (iii) any affected Eurocurrency Rate Loan that is requested to be continued shall (A) if denominated in Dollars, be continued as a Base Rate Loan, (B) if denominated in Canadian Dollars, be continued as a CPR Loan unless such Borrower and (C) if denominated in an Alternative Currency (other than Canadian Dollars), be repaid on the last day of the then-current Interest Period applicable thereto and (iv) any Funding Notice for an affected Eurocurrency Rate Loan shall have rescinded such Notice (A) in the case of Borrowing or Notice a borrowing of Conversion/Continuation by promptly giving written notice Eurocurrency Rate Loans denominated in Dollars, be deemed to be a request for a borrowing of such rescission Base Rate Loans, (B) in the case of a borrowing of Eurocurrency Rate Loans denominated in Canadian Dollars, be deemed to Administrative Agentbe a request for a borrowing of CPR Loans and (C) in the case of a borrowing of Eurocurrency Rate Loans denominated in an Alternative Currency (other than Canadian Dollars), be ineffective.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent or the Requisite Lenders Bank shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to the commencement of any Interest Period in respect of any LIBOR Advance, that by reason of circumstances affecting the London interbank, (i) dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable London interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loanrequested Loan or conversion or continuation, or as applicable, (ii) by reason of circumstances affecting the applicable interbank market, adequate and fair reasonable means do not exist for ascertaining the interest rate applicable to LIBOR Rate for such Loans (including Base Rate Loans determined by reference to the Eurocurrency RateInterest Period, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Rate (or clause (c) the LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to Bank (as conclusively certified by Bank) of making or maintaining the definition of Base Rate)affected LIBOR Advances during such Interest Period, Administrative Agent Bank shall on such date give notice (by telefacsimile facsimile or electronic mail or by telephone confirmed in writingwriting (by facsimile or electronic mail)) to Company and each Lender Borrower of such determination, whereupon (ai) no Loans Advances may be made or maintained as, or converted to, Eurocurrency Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), LIBOR Advances until such time as Administrative Agent Bank notifies Company and Lenders Borrower that the circumstances giving rise to such notice no longer exist and (cwhich notice shall be delivered as soon as practicable after the relevant circumstances have ceased to be applicable), (ii) any Notice of Borrowing or Notice of Conversion/Continuation given by a Borrower with respect to the Loans LIBOR Advances in respect of which such determination was made shall be deemed to be for rescinded by Borrower (unless requested in writing by Borrower to constitute a Base Rate Loan unless such Borrower shall have rescinded such Notice of Borrowing or Notice of Conversion/Continuation by promptly giving written notice to make Prime Rate Advances) and (iii) any outstanding LIBOR Advances shall be converted, on the last day of such rescission the then-current Interest Period, to Administrative AgentPrime Rate Advances.

Inability to Determine Applicable Interest Rate. In the event that (x) the Administrative Agent or the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date that (i) deposits (whether in Dollars with respect to any LIBOR Loans or an Alternative Currency) are not being offered any ABR Loans as to banks in which the applicable interbank market for interest rate is determined with reference to the applicable amount and Interest Period of such Eurocurrency Adjusted LIBO Rate Loanthat, or (ii) by reason of circumstances affecting the applicable London interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Adjusted LIBO Rate, or (y) prior to the commencement of any Interest Period with respect to LIBOR Loans or ABR Loans as to which the interest rate is determined with reference to the Adjusted LIBO Rate, the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate (for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or clause (c) of maintaining such LIBOR Loans for ABR Loans for such Interest Period, the definition of Base Rate), Administrative Agent shall on such date give notice (by telefacsimile facsimile or other electronic image scan transmission (e.g., “pdf”) or by telephone confirmed in writing) to Company the Borrower and each Lender of such determination, whereupon (ai) no Loans may be made or maintained as, or converted to, Eurocurrency Rate LIBOR Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above and with respect to the Eurocurrency Rate component of the Base RateABR Loans, the utilization of the Eurocurrency Rate component in determining the Base Rate interest rate applicable thereto shall be suspended, in each case of clauses (adetermined without reference to the Adjusted LIBO Rate) and (b), until such time as the Administrative Agent notifies Company the Borrower and Lenders that the circumstances giving rise to such notice no longer exist exist, and (cii) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by a the Borrower with respect to the LIBOR Loans in respect of which such determination was made shall be deemed to be for a Base Rate Loan unless such Borrower shall have rescinded such Notice of Borrowing or Notice of Conversion/Continuation by promptly giving written notice the Borrower; provided that, in lieu of such rescission rescission, the Borrower may notify the Administrative Agent (which may be given via telephone) that such notice shall be deemed to Administrative Agentbe a request for ABR Loans in the same principal amount to be funded on the Credit Extension Date specified in the applicable Funding Notice.

Inability to Determine Applicable Interest Rate. (i) In the event that the Administrative Agent or the Requisite Lenders shall have reasonably determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered any Index Rate Determination Date with respect to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loanany LIBOR Loans that, or (ii) by reason of circumstances affecting the applicable London interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, (or in each case, with respect this clause (c) of the definition of Base Ratea), “Impacted Loans”) the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company the Borrower and each Lender of such determination, whereupon (a1) no Loans may be made or maintained as, or converted to, Eurocurrency Rate LIBOR Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as the Administrative Agent notifies Company the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist exist, and (c2) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by a the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base Rate. (ii) If at any time the Administrative Agent reasonably determines that either (1) the circumstances set forth in clause (i) of this Section 3.1(a) have arisen and such circumstances are unlikely to be temporary or (2) the circumstances set forth in clause (i) of this Section 3.1(a) have not arisen but the supervisor for the administrator of the LIBOR Index Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans (in the case of either such clause (1) or (2), an “Alternative Interest Rate Election Event”), the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBOR Index Rate, which rate may include adjustment (to be reasonably determined from time to time by Administrative Agent) to effect an aggregate interest rate comparable to the LIBOR Index Rate on a historical basis prior to such determination, and that gives due consideration to the then prevailing market convention for determining a rate of interest for leveraged syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. 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 ten (10) Business Days of the date a copy of such amendment is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. To the extent an alternate rate of interest is adopted as contemplated hereby, the approved rate shall be applied in a manner consistent with prevailing market convention; provided that, to the extent such prevailing market convention is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent and the Borrower. From such time as an Alternative Interest Rate Election Event has occurred and continuing until an alternate rate of interest has been determined in accordance with the terms and conditions of this paragraph, (x) any Form of Funding Notice that requests the conversion of any Loan to, or continuation of any Loan as, a LIBOR Loan shall be ineffective, and (y) if any Form of Funding Notice requests a LIBOR Loan, such Loan shall be made as a Base Rate Loan unless Loan; provided that (subject to clause (i) of this Section 3.1(a)) the LIBOR Index Rate for such Borrower shall have rescinded Interest Period is not available or published at such Notice of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative Agent.time on a current basis; 64

Inability to Determine Applicable Interest Rate. (i) In the event event, and on each occasion, that Administrative Agent or the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date Date, (A) the Applicable Facility Agent shall have determined that (i) deposits (whether in Dollars or an Alternative Currency) in the principal amounts of the Loans comprising such Borrowing are not being offered to banks generally available in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable London interbank market, (B) the Applicable Facility Agent is advised by a Majority in Interest of the Lenders of the Class making or maintaining such Eurodollar Rate Loans that the Adjusted Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of making or maintaining such Eurodollar Rate Loans during such Interest Period or (C) the Applicable Facility Agent shall have determined that adequate and fair reasonable means do not exist for ascertaining determining the interest rate applicable to such Loans (including Base Rate Loans determined by reference to the Eurocurrency Adjusted Eurodollar Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Rate (or clause (c) of the definition of Base Rate), Administrative Applicable Facility Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writingwhich may be telephonic) to Company the Borrower and each Lender of such determination, whereupon (aI) no Loans may be made or maintained as, or converted to, Eurocurrency Eurodollar Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as Administrative the Applicable Facility Agent notifies Company the Borrower and Lenders that the circumstances giving rise to such notice no longer exist and (cII) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by a the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be for a Base Rate Loan unless such Borrower shall have rescinded such Notice of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative Agentthe Borrower.

Inability to Determine Applicable Interest Rate. In the event that (x) Administrative Agent or the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate Loans, that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable London interbank market, market adequate and fair means (including, without limitation, by means of an Interpolated Rate) do not exist for ascertaining the interest rate applicable to such Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Adjusted Eurodollar Rate, or (y) Administrative Agent is advised by the Requisite Lenders that the Adjusted Eurodollar Rate (for such Interest Rate Determination Date will not adequately and fairly reflect the cost to such Lenders of making or clause (c) of the definition of Base Rate)maintaining their Loans included in such borrowing for such Interest Rate Determination Date, in either such case Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company Borrower and each Lender of such determination, whereupon (ai) no Loans may be made or maintained as, or converted to, Eurocurrency Eurodollar Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as Administrative Agent notifies Company Borrower and Lenders that the circumstances giving rise to such notice no longer exist and exist, (cii) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by a Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be for a rescinded by Borrower and (iii) any outstanding Eurodollar Rate Loans shall be converted, on the last day of the then-current Interest Period, to Base Rate Loan unless such Borrower shall have rescinded such Notice of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative AgentLoans.

Inability to Determine Applicable Interest Rate. In Notwithstanding anything to the contrary in this Agreement or any Credit Document (and any Swap Agreement shall be deemed not to be a “Credit Document” for purposes of this Section 3.1), in the event that the Administrative Agent or the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date date after the Closing Date, that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount reasonable and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such BSBY Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency BSBY Rate, BSBY Index Rate (or clause (c) of BSBY Screen Rate, the definition of Base Rate), Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company the Borrower and each Lender of such determination, whereupon (ai) no Loans may be made or maintained as, or converted to, Eurocurrency Rate BSBY Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as the Administrative Agent notifies Company the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist exist, and (cii) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by a the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower (iii) all such Loans in clause (ii) hereof shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans on the last day of the then current Interest Period applicable thereto without reference to the BSBY Rate component of the Base Rate, unless the Borrower prepays such Loans in accordance with this Agreement. If the circumstances described in this Section 3.1(a) occur but only with respect to limited, but not all, tenors of the then applicable term rate Benchmark (including BSBY Rate), then (i) the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such illegal or impracticable tenor and (ii) if a tenor that was removed pursuant to clause (i) of this sentence is subsequently displayed on a screen or information service for a Base Rate Loan unless Benchmark, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such Borrower shall have rescinded time to reinstate such Notice of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative Agentpreviously removed tenor.

Inability to Determine Applicable Interest Rate. In If prior to the event that Administrative commencement of any Interest Period for a LIBORTerm SOFR Term Loan: (a) the Agent or the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion determines (which determination shall, shall be conclusive absent manifest error, be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date ) that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable interbank market, adequate and fair reasonable means do not exist for ascertaining the interest rate applicable to LIBOR RateTerm SOFR for such Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars Interest Period; or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Rate (or clause (c) of the definition of Base Rate), Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon (a) no Loans may be made or maintained as, or converted to, Eurocurrency Rate Loans in the affected currency or currencies, (b) in the event Agent is advised by Lenders whose Pro Rata Shares aggregate more than 50% that the LIBOR RateTerm SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of a determination described in making or maintaining such Term Loans included for such Interest Period (each of clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), a “Market Disruption Event”), then the Agent shall promptly give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission or PDF attachment to an e-mail or other electronic communications as promptly as practicable thereafter and, until such time as Administrative the Agent notifies Company the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist and exist, (ci) any Notice of Borrowing Continuation/Conversion that requests the conversion of any applicable Term Loan to, or continuation of any such Term Loan as, a LIBORTerm SOFR Term Loan shall be ineffective and such Term Loan shall be converted to or continued as, on the last day of the Interest Period applicable thereto, a Base Rate Term Loan, and (ii) if any Funding Notice requests a LIBORTerm SOFR Term Loan, such Term Loan shall be made as a Base Rate Term Loan. Upon receipt of such notice, the Borrower may revoke any Funding Notice or Notice of ConversionContinuation/Continuation given Conversion then submitted by them. During any period in which a Market Disruption Event is in effect, the Borrower with respect may request that the Agent or the Lenders whose Pro Rata Shares aggregate more than 50%, as applicable, confirm that the circumstances giving rise to the Loans Market Disruption Event continue to be in respect effect; provided that (A) the Borrower shall not be permitted to submit any such request more than once in any thirty (30)-day period and (B) nothing contained in this Section 5.5 or the failure to provide confirmation of which the continued effectiveness of such determination was made Market Disruption Event shall in any way affect the Agent’s right or the right of the applicable Lenders to provide any additional notices of a Market Disruption Event as provided in this Section 5.5. If the Agent or such Lenders, as applicable, have not confirmed within ten (10) Business Days after request of such confirmation from the Borrower that a Market Disruption Event has occurred, then such Market Disruption Event shall be deemed to be for a Base Rate Loan unless such Borrower shall have rescinded such Notice of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative Agent.no longer existing. 5.6

Inability to Determine Applicable Interest Rate. In Notwithstanding anything to the contrary in this Agreement or any Credit Document, in the event that the Administrative Agent or the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any SOFR Loans, that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount reasonable and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such SOFR Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Rate (SOFR or clause (c) of Term SOFR, the definition of Base Rate), Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company the Borrower and each Lender of such determination, whereupon (ai) no Loans may be made or maintained as, or converted to, Eurocurrency Rate SOFR Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as the Administrative Agent notifies Company the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist and (cii) any Notice of Borrowing or Notice of Conversion/Continuation given by a Borrower with respect to any Loans bearing interest determined in relation to SOFR for any affected Interest Period, such Loans shall automatically continue as, or convert to, Base Rate Loans on the last day of the then current Interest Period applicable thereto, unless the Borrower prepays such Loans in accordance with this Agreement. If the circumstances described in this Section 3.1(a) occur but only with respect to limited, but not all, tenors of which the then applicable term rate Benchmark (including Term SOFR), then (x) the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such determination time to remove such illegal or impracticable tenor and (y) if a tenor that was made shall be deemed removed pursuant to be clause (x) of this sentence is subsequently displayed on a screen or information service for a Base Rate Loan unless Benchmark, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such Borrower shall have rescinded time to reinstate such Notice of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative Agentpreviously removed tenor.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent or the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties heretohereto absent manifest error), on any Interest Rate Determination Date with respect to any LIBOR Rate Loans, that (i) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable London interbank market for the applicable amount and Interest Period of such Eurocurrency LIBOR Rate Loan, Loans or (ii) by reason of circumstances affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base LIBOR Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Adjusted LIBOR Rate (or in the case with respect to clause (ci) of above, the definition of Base Rate“Impacted Loans”), Administrative Agent shall on such date give notice (by telefacsimile telecopy or by telephone confirmed in writing) to Company Borrower and each Lender of such determination, whereupon (ai) no Loans may be made or maintained as, or converted to, Eurocurrency LIBOR Rate Loans in (to the extent of the affected currency LIBOR Rate Loans or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (bInterest Periods), until such time time, as Administrative Agent notifies Company Borrower and Lenders that the circumstances giving rise to such notice no longer exist exist, and (cii) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by a Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by Borrower. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) (i) of this section, the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for a Base Rate Loan unless the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this section (which it shall use commercially reasonable efforts to do promptly upon cessation of the circumstances described therein), (2) the Administrative Agent or the affected Lenders notify the Administrative Agent and the Borrower shall have rescinded that such Notice alternative interest rate does not adequately and fairly reflect the cost to such Lenders of Borrowing funding the Impacted Loans, or Notice (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of Conversion/Continuation by promptly giving interest or to determine or charge interest rates based upon such rate or any -49- Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice of such rescission to Administrative Agentthereof.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent or the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date date after the Closing Date, with respect to any Term SOFR Loans, that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount reasonable and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base Rate Loans determined by reference to the Eurocurrency RateTerm SOFR Loans, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Rate (or clause (c) of the definition of Base Rate)Term SOFR, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company Borrower Representative and each Lender of such determination, whereupon (ai) no Loans may be made or maintained as, or converted to, Eurocurrency Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b)Term SOFR Loans, until such time as Administrative Agent notifies Company Borrower Representative and Lenders that the circumstances giving rise to such notice no longer exist exist, and (cii) any Notice of Borrowing or Notice of Conversion/Continuation given by a Borrowers (or Borrower Representative) with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by Borrowers (or Borrower Representative) and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans but without reference to the Term SOFR component of the Base Rate, unless Borrowers prepay such Loans prior thereto in accordance with the terms hereof. If the circumstances described in this Section 14.1(a) occur but only with respect to limited, but not all, tenors of the then applicable term rate Benchmark (including Term SOFR), then (i) Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such illegal or impracticable tenor and (ii) if a tenor that was removed pursuant to clause (i) of this sentence is subsequently displayed on a screen or information service for a Base Rate Loan unless Benchmark, then, Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such Borrower shall have rescinded time to reinstate such Notice of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative Agent.previously removed tenor. (b)

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent or of any Market Disruption, the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Rate (or clause (c) of the definition of Base Rate), Administrative Agent shall on such date give notice (electronically or by telefacsimile or by telephone confirmed in writing) to Company the Borrower Representative and each Lender of such determination, whereupon (ai) with respect to Loans denominated in Dollars or Canadian Dollars, (x) no Loans may be made or maintained as, or converted to, Eurocurrency Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as the Administrative Agent notifies Company the Borrower Representative and Lenders that the circumstances giving rise to such notice no longer exist and (cy) any Borrowing Notice of Borrowing or Notice of Conversion/Continuation Notice given by a the Borrower Representative with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower Representative, and (ii) with respect to Loans denominated in Euros, Hong Kong Dollars or Other Foreign Currency, if the Administrative Agent or the Borrower Representative so require, the Administrative Agent and the Borrower Representative will negotiate in good faith for a Base period of not more than 30 days in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the affected Eurocurrency Rate Loan Loans and, (x) if a substitute basis is agreed within that period between the Administrative Agent and the Borrower Representative, then it shall apply in accordance with its terms (and may be retrospective to the beginning of the relevant Interest Period) and (y) unless and until a substitute basis is so agreed, the interest payable to such Borrower shall have rescinded such Notice Lenders on the applicable Eurocurrency Rate Loans for the relevant Interest Period will be the rate confirmed in writing to the Administrative Agent by that Lender to be its cost of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative Agentfunds (from any source which it may reasonably select) plus the Applicable Margin.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent or of any Market Disruption, the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Rate (or clause (c) of the definition of Base Rate), Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company the Borrowers and each Lender of such determination, whereupon (ai) with respect to Loans denominated in Dollars, (A) no Loans may be made or maintained as, or converted to, Eurocurrency Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as the Administrative Agent notifies Company the Borrowers and Lenders that the circumstances giving rise to such notice no longer exist and (cB) any Borrowing Notice of Borrowing or Notice of Conversion/Continuation Notice given by a Borrower the Borrowers with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrowers, and (ii) with respect to Loans denominated in Euro or Other Foreign Currency, if the Administrative Agent or the Borrowers so require, the Administrative Agent and the Borrowers will negotiate in good faith for a Base period of not more than thirty (30) days in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the affected Eurocurrency Rate Loan Loans and, (A) if a substitute basis is agreed within that thirty (30) day period between the Administrative Agent (with the consent of all the Lenders holding such Eurocurrency Loans) and the Borrowers, then it shall apply in accordance with its terms (and may be retrospective to the beginning of the relevant Interest Period) and (B) unless and until a substitute basis is so agreed, the interest payable to such Borrower shall have rescinded such Notice Lenders on the applicable Eurocurrency Rate Loans for the relevant Interest Period will be the rate notified to the Administrative Agent by that Lender to be its cost of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative Agentfunds (from any source which it may reasonably select) plus the Applicable Margin and, if applicable, Mandatory Costs.

Inability to Determine Applicable Interest Rate. In Notwithstanding anything to the contrary in this Agreement or any Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 3.1), in the event that the Administrative Agent or the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any SOFR Loans, that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount reasonable and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such SOFR Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Rate (SOFR or clause (c) of Term SOFR, the definition of Base Rate), Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company the Borrower and each Lender of such determination, whereupon (ai) no Loans may be CHAR1\1982293v2 made or maintained as, or converted to, Eurocurrency Rate SOFR Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as the Administrative Agent notifies Company the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist and exist, (cii) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by a the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and (iii) all such Loans described in clause (ii) hereof shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans on the last day of the then current Interest Period applicable thereto without reference to the Term SOFR component of the Base Rate, unless the Borrower prepays such Loans in accordance with this Agreement. If the circumstances described in this Section 3.1(a) occur but only with respect to limited, but not all, tenors of the then applicable term rate Benchmark (including Term SOFR), then (x) the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such illegal or impracticable tenor and (y) if a tenor that was removed pursuant to clause (x) of this sentence is subsequently displayed on a screen or information service for a Base Rate Loan unless Benchmark, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such Borrower shall have rescinded time to reinstate such Notice of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative Agentpreviously removed tenor.

Inability to Determine Applicable Interest Rate. (i) In the event that Administrative Agent or the Requisite Lenders Bank shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any LIBOR Advance, that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable London interbank market, market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) LIBOR Advance on the basis provided for in the definition of Eurocurrency Rate (or clause (c) of the definition of Base Rate)LIBOR, Administrative Agent Bank shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company and each Lender Lead Borrower of such determination, whereupon (aA) no Loans Advances may be made or maintained as, or converted to, Eurocurrency Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), LIBOR Advances until such time as Administrative Agent Bank notifies Company and Lenders Lead Borrower that the circumstances giving rise to such notice no longer exist exist, and (cB) any Notice of Borrowing or Notice of Conversion/Continuation given by a Lead Borrower with respect to the Loans LIBOR Advances in respect of which such determination was made shall be deemed to be for a Base Prime Rate Loan Advances unless such Borrower shall have rescinded such Notice of Borrowing or Notice of Conversion/Continuation shall be rescinded by promptly Lead Borrower in writing within one (1) Business Day of Bank’s giving of notice of its inability to determine the applicable interest rate for LIBOR Advances pursuant to this Section 1.11(b)(i). (ii) If at any time Bank determines (which determination shall be conclusive absent manifest error) that (A) the circumstances set forth in Section 1.11(b)(i) have arisen and such circumstances are unlikely to be temporary; or (B) the circumstances set forth in Section 1.11(b)(i) have not arisen but the supervisor for the administrator of the LIBOR reporting system or a Governmental Authority having jurisdiction over Bank has made a public statement announcing that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, or that LIBOR is no longer representative, then Bank shall determine an alternate rate of interest to LIBOR and a spread adjustment mechanism that gives due consideration to (1) any selection or recommendation of a replacement rate or the mechanism for determining such a rate or spread adjustment mechanism by the Federal Reserve Board of Governors and/or a committee officially endorsed or convened by the Federal Reserve Board of Governors, or any successor thereto and/or (2) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to LIBOR for similarly situated loans in the United States at such time, and Bank shall amend this Agreement to reflect such alternate rate of interest, such spread adjustment, and such other related changes to this Agreement as may be applicable; provided that if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Bank shall provide Lead Borrower with notice of such amendment. Notwithstanding anything to the contrary in Section 11.6, such amendment shall become effective at 5:00 p.m. Eastern time on the tenth (10th) Business Day after Bank has provided such amendment to Lead Borrower without any further action or consent of Lead Borrower, so long as Bank has not received, by such time, written notice of objection to such rescission amendment from Lead Borrower. In the event that Lead Borrower objects to Administrative Agent.such amendment, Bank and Lead Borrower shall endeavor to agree on an alternate rate of interest that is mutually acceptable. Until an alternate rate of interest shall be determined in accordance with this Section 1.11(b)(ii) (but in the case of the circumstances described in clause (B) of the first sentence of this Section 1.11(b)(ii), only to the extent that LIBOR for such Interest Period is not available or published at such time on a current basis), (x) any LIBOR Advances requested to be made shall be made as Prime Rate Advances, and (y) any outstanding LIBOR Advances shall be converted, on the last day of the then-current Interest Period, to Prime Rate Advances. (c) Compensation for Breakage or Non-

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent or the Requisite Required Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Loans, that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the London or other applicable interbank market, market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, or (ii) the Adjusted LIBOR Rate or clause (c) the LIBOR Index Rate, as applicable, for any proposed LIBOR Loan does not adequately and fairly reflect the cost to the Lenders of funding such LIBOR Loan, the definition of Base Rate), Administrative Agent shall on such date give notice (by telefacsimile facsimile or by telephone confirmed in writing) to Company the Borrower and each Lender of such determination, whereupon (ax) no Loans may be made or maintained as, or converted to, Eurocurrency Rate LIBOR Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as the Administrative Agent notifies Company the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist exist, and (cy) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by a the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans (without reference to the LIBOR Index Rate component of the Base Rate). Notwithstanding the foregoing, in the case of any request for a Base Rate Loan unless such Borrower LIBOR Loan, or conversion or continuation thereof, after the Administrative Agent shall have rescinded made a determination that adequate and fair means do not exist for ascertaining the Adjusted LIBOR Rate or LIBOR Index Rate or that such Notice rate do not adequately and fairly reflect the cost to the Lenders of Borrowing or Notice funding such LIBOR Loan, as provided above, the Administrative Agent, in consultation with the Borrower and the Lenders, may establish an alternative interest rate that reflects the all-in-cost of Conversion/Continuation by promptly giving written funds to the Lenders, in which case such alternative rate of interest shall apply unless and until (A) the Administrative Agent gives notice of withdrawal of the notice under the foregoing paragraph, (B) the Required Lenders give notice that the alternative interest rate does not adequately and fairly reflect the cost to them of such rescission loans, or (C) any Lender shall give notice that it has determined that it is unlawful, or that a Governmental Authority shall have asserted that it is unlawful, for it to Administrative Agentmake or maintain such loans determined by reference to the alternative rate of interest, or to determine or charge interest rates based upon such rate, or any Governmental Authority shall have imposed material restrictions on the authority of such Lender to do any for any of the foregoing.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent or (upon the written instruction of the Requisite Lenders Lenders) shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate Loans, that (i1) by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of Eurodollar Rate or (2) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Eurodollar Rate Loan, or (ii) by reason of circumstances affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Rate (or clause (c) of the definition of Base Rate), Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon (ai) no Loans may be made or maintained as, or converted to, Eurocurrency Eurodollar Rate Loans in the affected currency or currencies, and (bii) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Eurodollar Rate component of the Base Rate, the utilization of the Eurocurrency Eurodollar Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as Administrative Agent notifies (upon the written instruction of the Requisite Lenders) revokes such notice. Upon receipt of such notice, Company and Lenders that the circumstances giving rise to such notice no longer exist and (c) may revoke any pending Funding Notice of Borrowing or Notice of Conversion/Continuation given by a Borrower with respect to the Notice of Eurodollar Rate Loans in respect of which such determination was made shall the affected currency or currencies or, failing that, will be deemed to be have converted such request into a request for a borrowing of Base Rate Loan unless such Borrower shall have rescinded such Notice of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative AgentLoans in the amount specified therein.

Inability to Determine Applicable Interest Rate. In the event that that, on any Interest Rate Determination Date with respect to any Eurodollar Rate Loans, (i) the Administrative Agent or the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date absent manifest error) that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable London interbank market, market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Adjusted Eurodollar Rate, or (ii) the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion thereto or a continuation thereof that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or clause (cB) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the definition of Base Rate), Administrative Agent shall on such date promptly give notice (by telefacsimile telefacsimile, other electronic image scan transmission (e.g., pdf via email) or by telephone confirmed in writing) to Company the Borrower and each Lender of such determination, whereupon (ax) no Loans may be made or maintained as, or converted to, Eurocurrency Eurodollar Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as the Administrative Agent notifies Company the Borrower and Lenders that the circumstances giving rise to such notice no longer exist exist, and (cy) any Funding Notice of Borrowing or Notice of Conversion/Continuation Interest Election Request given by a the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be for rescinded by the Borrower or, at the Borrower’s request, made as a Base Rate Loan unless such Borrower shall have rescinded such Notice of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative AgentLoan.

Inability to Determine Applicable Interest Rate. In Notwithstanding anything to the contrary in this Agreement or any Credit Document, in the event that the Administrative Agent or the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered with respect to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable interbank marketany Term SOFR Loans, adequate and fair means do not exist for ascertaining the interest rate applicable to such Term SOFR Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Rate (SOFR or clause (c) of Term SOFR, as applicable, the definition of Base Rate), Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company the Borrower and each Lender of such determination, whereupon (ai) no Loans may be made or maintained as, or converted to, Eurocurrency Rate Term SOFR Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as the Administrative Agent notifies Company the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist and exist, (cii) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by a the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and (iii) all such Loans described in clause (ii) hereof shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans on the last day of the then current Interest Period applicable thereto without reference to the Adjusted Term SOFR component of the Base Rate, unless the Borrower prepays such Loans in accordance with this Agreement. If the circumstances described in this Section 3.1(a) occur but only with respect to limited, but not all, tenors of the then applicable term rate Benchmark (including Term SOFR), then (x) the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such illegal or impracticable tenor and (y) if a tenor that was removed pursuant to clause (x) of this sentence is subsequently displayed on a screen or information service for a Base Rate Loan unless Benchmark, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such Borrower shall have rescinded time to reinstate such Notice of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative Agentpreviously removed tenor.

Inability to Determine Applicable Interest Rate. In Subjection to Section 2.21, in the event that that, on any Interest Rate Determination Date with respect to any Term SOFR Loans, (i) the Administrative Agent or the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date absent manifest error) that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Rate Term SOFR, or (ii) the Required Lenders determine that for any reason in connection with any request for a Term SOFR Loan or clause a conversion thereto or a continuation thereof that (cA) Dollar deposits are not being offered to banks for the applicable amount and Interest Period of such Term SOFR Loan, or (B) Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the definition cost to such Lenders of Base Rate)funding such Loan, the Administrative Agent shall on such date promptly give notice (by telefacsimile telefacsimile, other electronic image scan transmission (e.g., pdf via email) or by telephone confirmed in writing) to Company the Borrower and each Lender of such determination, whereupon (ax) no Loans may be made or maintained as, or converted to, Eurocurrency Rate Term SOFR Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as the Administrative Agent notifies Company the Borrower and Lenders that the circumstances giving rise to such notice no longer exist exist, and (cy) any Funding Notice of Borrowing or Notice of Conversion/Continuation Interest Election Request given by a the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be for rescinded by the Borrower or, at the Borrower’s request, made as a Base Rate Loan unless such Borrower shall have rescinded such Notice of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative AgentLoan.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent or the Requisite Required Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Loans, that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the London or other applicable interbank market, market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, or (ii) the Adjusted LIBOR Rate or clause the LIBOR Index Rate, as applicable, for any proposed LIBOR Loan does not adequately and fairly reflect the cost to the Lenders of funding such LIBOR Loan, or (ciii) of the definition of Base Rate)LIBOR Scheduled Unavailability Date shall have occurred, the Administrative Agent shall on such date give notice (by telefacsimile facsimile, electronic mail or by telephone confirmed in writing) to Company the Borrower and each Lender of such determination, whereupon (ax) no Loans may be made or maintained as, or converted to, Eurocurrency Rate LIBOR Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as the Administrative Agent notifies Company the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist exist, and (cy) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by a the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans (without reference to the LIBOR Index Rate component of the Base Rate). Notwithstanding the foregoing, in the case of any request for a Base Rate Loan unless such Borrower LIBOR Loan, or conversion or continuation thereof, after the Administrative Agent shall have rescinded made a determination that adequate and fair means do not exist for ascertaining the Adjusted LIBOR Rate or LIBOR Index Rate or that such Notice rate do not adequately and fairly reflect the cost to the Lenders of Borrowing or Notice funding such LIBOR Loan, as provided above, the Administrative Agent, in consultation with the Borrower and the Lenders, may establish an alternative interest rate that reflects the all-in-cost of Conversion/Continuation by promptly giving written funds to the Lenders, in which case such alternative rate of interest shall apply unless and until (A) the Administrative Agent gives notice of withdrawal of the notice under the foregoing paragraph, (B) the Required Lenders give notice that the alternative interest rate does not adequately and fairly reflect the cost to them of such rescission loans, or (C) any Lender shall give notice that it has determined that it is unlawful, or that a Governmental Authority shall have asserted that it is unlawful, for it to Administrative Agentmake or maintain such loans determined by reference to the alternative rate of interest, or to determine or charge interest rates based upon such rate, or any Governmental Authority shall have imposed material restrictions on the authority of such Lender to do any for any of the foregoing.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent or the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Rate (or clause (c) of the definition of Base Rate), Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon (a) no Loans may be made or maintained as, or converted to, Eurocurrency Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as Administrative Agent notifies Company and Lenders that the circumstances giving rise to such notice no longer exist and (c) any Notice of Borrowing or Notice of Conversion/Continuation given by a Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be for a Base Rate Loan unless such Borrower shall have rescinded such Notice of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative Agent.

Inability to Determine Applicable Interest Rate. In Notwithstanding anything to the contrary in this Agreement or any Credit Document (and any Swap Agreement shall be deemed not to be a “Credit Document” for purposes of this Section 3.1), in the event that the Administrative Agent or the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any SOFR Loans, that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount reasonable and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such SOFR Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Rate (SOFR or clause (c) of Term SOFR, the definition of Base Rate), Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company the Borrower and each Lender of such determination, whereupon (ai) no Loans may be made or maintained as, or converted to, Eurocurrency Rate SOFR Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as the Administrative Agent notifies Company the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist exist, and (cii) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by a the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower (iii) all such Loans described in clause (ii) hereof shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans on the last day of the then current Interest Period applicable thereto without reference to the Term SOFR component of the Base Rate, unless the Borrower prepays such Loans in accordance with this Agreement. If the circumstances described in this Section 3.1(a) occur but only with respect to limited, but not all, tenors of the then applicable term rate Benchmark (including Term SOFR), then (x) the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such illegal or impracticable tenor and (y) if a tenor that was removed pursuant to clause (x) of this sentence is subsequently displayed on a screen or information service for a Base Rate Loan unless Benchmark, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such Borrower shall have rescinded time to reinstate such Notice of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative Agentpreviously removed tenor.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent or the Requisite Lenders shall have reasonably determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Fixed Rate Loans, that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances arising after the date of this Agreement affecting the applicable London or Toronto interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Reserve Adjusted Eurodollar Rate (or clause (c) of CDOR Rate, as the definition of Base Rate)case may be, such Administrative Agent shall on such date give notice (by telefacsimile telecopy or by telephone confirmed in writing) to Company the Borrowers and each Lender of such determination, whereupon (ai) no Loans may be made or maintained continued as, or converted to, Eurocurrency Fixed Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b)applicable currency, until such time as the Administrative Agent notifies Company the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist (such notification not to be unreasonably withheld or delayed) and (cii) any Notice of Borrowing or Notice of Conversion/Continuation given by a Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be for a Base Rate Loan unless such Borrower shall have rescinded by the Borrowers; provided, however, that, at the option of the Borrowers, any such Notice of Borrowing or may be re-submitted to the Administrative Agent indicating that the Borrowers are electing a Daily Rate Loan, which Loan shall be funded no later than one Business Day after the date of such Daily Rate Loan Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative Agent.Borrowing in accordance with Section 2.1B.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent or of any Market Disruption, the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Rate (or clause (c) of the definition of Base Rate), Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company the Borrower Representative and each Lender of such determination, whereupon (ai) with respect to Loans denominated in Dollars or Canadian Dollars, (x) no Loans may be made or maintained as, or converted to, Eurocurrency Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as the Administrative Agent notifies Company the Borrower Representative and Lenders that the circumstances giving rise to such notice no longer exist and (cy) any Borrowing Notice of Borrowing or Notice of Conversion/Continuation Notice given by a the Borrower Representative with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower Representative, and (ii) with respect to Loans denominated in Euros or Other Foreign Currency, if the Administrative Agent or the Borrower Representative so require, the Administrative Agent and the Borrower Representative will negotiate in good faith for a Base period of not more than 30 days in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the affected Eurocurrency Rate Loan Loans and, (x) if a substitute basis is agreed within that period between the Administrative Agent and the 97 NY\6180200.13 Borrower Representative, then it shall apply in accordance with its terms (and may be retrospective to the beginning of the relevant Interest Period) and (y) unless and until a substitute basis is so agreed, the interest payable to such Borrower shall have rescinded such Notice Lenders on the applicable Eurocurrency Rate Loans for the relevant Interest Period will be the rate confirmed in writing to the Administrative Agent by that Lender to be its cost of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative Agentfunds (from any source which it may reasonably select) plus the Applicable Margin and, if applicable, Mandatory Costs.

Inability to Determine Applicable Interest Rate. In the event that (x) the Administrative Agent or the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties heretohereto absent manifest error), on any Interest Rate Determination Date with respect to any LIBOR Loans or any ABR Loans as to which the interest rate is determined with reference to the Adjusted LIBO Rate, that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable London interbank market, market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Adjusted LIBO Rate, or (y) prior to the commencement of any Interest Period with respect to LIBOR Loans or ABR Loans as to which the interest rate is determined with reference to the Adjusted LIBO Rate, the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate (for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or clause (c) of maintaining such LIBOR Loans or such ABR Loans for such Interest Period, the definition of Base Rate), Administrative Agent shall on such date give notice (by telefacsimile facsimile or by telephone confirmed in writing) to Company the Borrower and each Lender of such determination, whereupon (ai) no Loans may be made or maintained as, or converted to, Eurocurrency Rate LIBOR Loans in and the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Alternate Base Rate shall be suspended, in each case determined without regard to clause (c) of clauses (a) and (b), the definition thereof until such time as the Administrative Agent notifies Company the Borrower and Lenders that the circumstances giving rise to such notice no longer exist exist, and (cii) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by a the Borrower with respect to the continuation of or conversion to LIBOR Loans in respect of which such determination was made shall be deemed to be for a Base Rate Loan unless such Borrower shall have rescinded such Notice of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative Agentthe Borrower.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent or the Requisite Lenders shall have reasonably determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Reset Date with respect to any LIBOR Rate Loans, that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable London interbank market, market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base LIBOR Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Adjusted LIBOR Rate (or clause (c) of the definition of Base Rate“LIBOR Unavailability”), the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company the Borrower and each Lender of such determination, whereupon (ai) no Term Loans may be made or maintained as, or converted to, Eurocurrency as LIBOR Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as the Administrative Agent notifies Company the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist and exist, (cii) the Borrower shall have the right to rescind any Funding Notice of Borrowing or Notice of Conversion/Continuation previously given by a the Borrower with respect to the Term Loans in respect of which such determination was made shall be deemed by giving notice (by telefacsimile or by telephone confirmed in writing) to be for a Base Rate Loan unless such Borrower shall have rescinded such Notice of Borrowing or Notice of Conversion/Continuation by promptly giving written notice the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to the Lenders) and (iii) all then-existing Term Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time. At such time as the Administrative AgentAgent shall notify the Borrower and the Lenders that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lenders as a consequence of this Section 2.16(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Period.

Inability to Determine Applicable Interest Rate. In If prior to the event that commencement of any Interest Period for a Eurodollar Rate Borrowing of any Class: the Administrative Agent or the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion determines (which determination shall, shall be conclusive absent manifest error, be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date ) that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable interbank market, adequate and fair reasonable means do not exist for ascertaining the interest rate applicable Adjusted Eurodollar Rate for such Interest Period; or the Administrative Agent is advised by a Majority in Interest of the Lenders of such Class that the Adjusted Eurodollar Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans (including Base included in such Eurodollar Rate Loans determined by reference to Borrowing for such Interest Period; then the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Rate (or clause (c) of the definition of Base Rate), Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writingwhich may be telephonic) thereof to Company the Borrower and each Lender of such determinationthe Lenders as promptly as practicable, whereupon whereupon, (ax) no Loans of such Class may be made or maintained as, or converted to, Eurocurrency Eurodollar Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as the Administrative Agent notifies Company the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist and (cy) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by a the Borrower with respect to the Loans in respect of which such determination was made shall be deemed rescinded by the Borrower. The Administrative Agent shall promptly notify the Borrower and the Lenders when such circumstances no longer exist. ​ Notwithstanding anything to be the contrary herein or in any other Credit Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (1) if a Benchmark Replacement is determined in accordance with clause (a) or (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document and (2) if a Base Rate Loan unless Benchmark Replacement is determined in accordance with clause (c) of the definition of “Benchmark Replacement” for such Borrower shall have rescinded Benchmark Replacement Date, such Notice Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of Borrowing any Benchmark setting at or Notice after 5:00 p.m. (New York City time) on the fifth Business Day after the date notice of Conversion/Continuation such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document so long as the Administrative Agent has not received, by promptly giving such time, written notice of objection to such rescission Benchmark Replacement from Lenders comprising the Requisite Lenders; or Notwithstanding anything to the contrary herein or in any other Credit Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then, to the extent the Borrower and the Administrative AgentAgent mutually agree, the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document; provided that, this clause (B) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time in consultation with the Borrower and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Document. The Administrative Agent will promptly notify the Borrower and the Lenders of (1) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (2) the implementation of any Benchmark Replacement, (3) the effectiveness of any Benchmark Replacement Conforming Changes, (4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (E) below and (5) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders), pursuant to this Section 2.17(a)(ii), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 2.17(a)(ii). Notwithstanding anything to the contrary herein or in any other Credit Document, at any time (including in connection with the implementation of a Benchmark Replacement), (1) if the then-current Benchmark is a term rate (including Term SOFR or the Eurodollar Rate) and either (x) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (y) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (2) if a tenor that was removed pursuant to clause (1) above either (x) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (y) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Eurodollar Rate Borrowing of, conversion to or continuation of Eurodollar Rate Loans to be made, converted or continued during any Benchmark Unavailability Period and, 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 Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “Adjusted Eurodollar Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to Section 2.17(a)(ii)(A) or (B), whether upon the occurrence of a Benchmark Transition Event, Term SOFR Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 2.17(a)(ii)(C), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the Adjusted Eurodollar Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

Inability to Determine Applicable Interest Rate. In Subject to Section 2.24 (LIBO RateBenchmark Replacement), in the event that Setting), if, on or prior to the first day of any Interest Period for any Term SOFR Loan, Administrative Agent or the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion determineddetermines (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any LIBO Rate Loans, that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable London interbank market, marketabsent manifest error) that adequate and fair fairreasonable means do not exist for ascertaining the interest rate applicable to such Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Adjusted LIBO Rate (such circumstances, the “LIBO Rate Circumstances”),Adjusted Term SOFR or clause (c) of Term SOFR, then the definition of Base Rate), Administrative Agent shall on such date give notice (by telefacsimile e-mail or by telephone confirmed in writing) to Company Borrower and each Lender of such determination, whereupon (ai) no Loans may be made or maintained as, or converted to, Eurocurrency LIBO Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time asthereof to Borrower and the Lenders as promptly as practicable thereafter and, until the Administrative Agent notifies Company Borrower and the Lenders that the circumstances giving rise to such notice no longer exist and exist, and: (ciix) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by a Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by Borrower.that requests a Term SOFR Loan shall instead be deemed to be a Funding Notice for a Base Rate Loan; and (y) any outstanding Term SOFR Loan unless such Borrower shall have rescinded such Notice on and from the end of Borrowing or Notice of Conversion/Continuation the applicable Interest Period be converted by promptly giving written notice of such rescission to the Administrative AgentAgent to, and shall constitute, a Base Rate Loan.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent or the Requisite Lenders shall have made good faith efforts to implement an Alternate Benchmark Rate and Administrative Agent shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties US-DOCS\125962273.9 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and 240.24b-2 hereto), on any Interest Rate Determination Date with respect to any LIBOR Rate Loans, that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable London interbank market, market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base LIBOR Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Rate (or clause (c) of the definition of Base Adjusted LIBOR Rate), Administrative Agent shall on such date give notice (by telefacsimile facsimile or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon (ai) no Loans may be made or maintained as, or converted to, Eurocurrency LIBOR Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as Administrative Agent notifies Company and Lenders that the circumstances giving rise to such notice no longer exist exist, and (cii) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by a Borrower Company with respect to the Loans in respect of which such determination was made shall be deemed to be for a Base Rate Loan unless such Borrower shall have rescinded such Notice of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative AgentCompany.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent or the Requisite Lenders shall have reasonably determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Fixed Rate Loans, that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances arising after the Effective Date affecting the applicable London or Toronto interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Reserve Adjusted Eurodollar Rate (or clause (c) of CDOR Rate, as the definition of Base Rate)case may be, such Administrative Agent shall on such date give notice (by telefacsimile telecopy or by telephone confirmed in writing) to Company the Borrowers and each Lender of such determination, whereupon (ai) no Loans may be made or maintained continued as, or converted to, Eurocurrency Fixed Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b)applicable currency, until such time as the Administrative Agent notifies Company the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist (such notification not to be unreasonably withheld or delayed) and (cii) any Notice of Borrowing or Notice of Conversion/Continuation given by a Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be for a Base Rate Loan unless such Borrower shall have rescinded by the Borrowers; provided, however, that, at the option of the Borrowers, any such Notice of Borrowing or may be re-submitted to the Administrative Agent indicating that the Borrowers are electing a Daily Rate Loan, which Loan shall be funded no later than one Business Day after the date of such Daily Rate Loan Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative Agent.Borrowing in accordance with Section 2.1B.

Inability to Determine Applicable Interest Rate. In the event that If with respect to any Interest Period: (i) Administrative Agent determines that, or the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shalldetermine and advise Administrative Agent that, absent manifest error, be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date that (i) deposits (whether in Dollars or an Alternative Currency(in the applicable amounts) are not being offered to banks in the applicable London interbank eurodollar market for the applicable amount and such Interest Period of such Eurocurrency Rate Loan, Period; or (ii) Administrative Agent otherwise determines, or the Requisite Lenders determine and advise Administrative Agent (which determination shall be binding and conclusive on all parties), that by reason of circumstances affecting the applicable London interbank market, eurodollar market adequate and fair reasonable means do not exist for ascertaining the applicable Eurodollar Rate; or (iii) Administrative Agent determines, or the Requisite Lenders determine and advise Administrative Agent, that the Eurodollar Rate as determined by Administrative Agent will not adequately and fairly reflect the cost to the Lenders of maintaining or funding a Eurodollar Rate Loan for such Interest Period or a Base Rate Loan or Swing Line Loan as to which the interest rate applicable to such Loans (including Base Rate Loans is determined by reference to the Eurocurrency Eurodollar Rate, and whether denominated in Dollars or that the making or funding of Eurodollar Rate Loan or a Base Rate Loan or Swing Line Loan as to which the interest rate is determined by reference to the Eurodollar Rate has become impracticable as a result of an Alternative Currency) on event occurring after the basis provided for date of this Agreement which in the definition opinion of Eurocurrency Rate (or clause (c) of the definition of Base Rate), such Lenders materially affects such Loans; then Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon (a) no Loans may be made or maintained as, or converted to, Eurocurrency Rate Loans in promptly notify the affected currency or currencies, parties and (bA) in the event of a determination any occurrence described in the foregoing clause (i) Company shall enter into good faith negotiations with each affected Lender in order to determine an alternate method to determine the Eurodollar Rate for such Lender, and during the pendency of such negotiations with any Lender, such Lender shall be under no obligation to make any new Eurodollar Rate Loan and the interest rate applicable to each Base Rate Loan and Swing Line Loan shall be determined without reference to the Eurodollar Rate, and (B) in the event of any occurrence described in the foregoing clauses (ii) above with respect to the Eurocurrency Rate component of the Base Rateor (iii), the utilization of the Eurocurrency Rate component in determining the Base Rate for so long as such circumstances shall continue, no Lender shall be suspended, in under any obligation to make any new Eurodollar Rate Loan and the interest rate applicable to each case of clauses (a) and (b), until such time as Administrative Agent notifies Company and Lenders that the circumstances giving rise to such notice no longer exist and (c) any Notice of Borrowing or Notice of Conversion/Continuation given by a Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be for a Base Rate Loan unless such Borrower and Swing Line Loan shall be determined without reference to the Eurodollar Rate. C. Illegality or Impracticability of Eurodollar Rate Loans. In the event that on any date any Lender shall have rescinded such Notice of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative Agent.determined (which determination shall be conclusive and

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent or the Requisite Lenders shall have reasonably determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable London interbank market, market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Eurodollar Rate (or clause (c) of and/or the definition of Base Rate)LIBO Rate Loan, respectively, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company Borrowers and each Lender of such determination, whereupon (i) in the case of Eurodollar Rate Loans (a) (i) no Loans may be made or maintained as, or converted to, Eurocurrency Eurodollar Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as Administrative Agent notifies Company Borrowers and Lenders that the circumstances giving rise to such notice no longer exist and (cb) any Notice of Borrowing or Notice of Conversion/Continuation given by a any Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be for a Base Rate Loan unless and (ii) in the case of LIBO Rate Loans, (a) upon the expiration of any Interest Period in effect at the time for any LIBO Rate Loans, such Borrower LIBO Rate Loans shall have rescinded such thereupon be converted at the Spot Rate into Base Rate Loans denominated in Dollars and (b) any Notice of Borrowing or Notice of Conversion/Continuation given by promptly giving written notice of such rescission Offshore Borrower with respect to Administrative Agentany LIBO Rate Loans, shall be deemed to be for an Offshore Revolving Loan denominated in Dollars at the Base Rate.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent or the Requisite Lenders shall have reasonably determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Fixed Rate Loans, that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances arising after the Restatement Effective Date affecting the applicable London or Toronto interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Reserve Adjusted Eurodollar Rate (or clause (c) of CDOR Rate, as the definition of Base Rate)case may be, such Administrative Agent shall on such date give notice (by telefacsimile telecopy or by telephone confirmed in writing) to Company the Borrowers and each Lender of such determination, whereupon (ai) no Loans may be made or maintained continued as, or converted to, Eurocurrency Fixed Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b)applicable currency, until such time as the Administrative Agent notifies Company the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist (such CREDIT AGREEMENT notification not to be unreasonably withheld or delayed) and (cii) any Notice of Borrowing or Notice of Conversion/Continuation given by a Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be for a Base Rate Loan unless such Borrower shall have rescinded by the Borrowers; provided, however, that, at the option of the Borrowers, any such Notice of Borrowing or may be re-submitted to the Administrative Agent indicating that the Borrowers are electing a Daily Rate Loan, which Loan shall be funded not later than one Business Day after the date of such Daily Rate Loan Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative Agent.Borrowing in accordance with Section 2.1B.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent or of any Market Disruption, the Requisite Lenders shall have determined in good faith in its (or their) reasonable discretion (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) by reason of circumstances affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Eurocurrency Rate (or clause (c) of the definition of Base Rate), Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company the Borrower Representative and each Lender of such determination, whereupon (ai) with respect to Loans denominated in Dollars or Canadian Dollars, (x) no Loans may be made or maintained as, or converted to, Eurocurrency Rate Loans in the affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case of clauses (a) and (b), until such time as the Administrative Agent notifies Company the Borrower Representative and Lenders that the circumstances giving rise to such notice no longer exist and (cy) any Borrowing Notice of Borrowing or Notice of Conversion/Continuation Notice given by a the Borrower Representative with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower Representative, and (ii) with respect to Loans denominated in Euros or Other Foreign Currency, if the Administrative Agent or the Borrower Representative so require, the Administrative Agent and the Borrower Representative will negotiate in good faith for a Base period of not more than 30 days in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the affected Eurocurrency Rate Loan Loans and, (x) if a substitute basis is agreed within that period between the Administrative Agent and the Borrower Representative, then it shall apply in accordance with its terms (and may be retrospective to the beginning of the relevant Interest Period) and (y) unless and until a substitute basis is so agreed, the interest payable to such Borrower shall have rescinded such Notice Lenders on the applicable Eurocurrency Rate Loans for the relevant 100 Interest Period will be the rate notified to the Administrative Agent by that Lender to be its cost of Borrowing or Notice of Conversion/Continuation by promptly giving written notice of such rescission to Administrative Agentfunds (from any source which it may reasonably select) plus the Applicable Margin and, if applicable, Mandatory Costs.