Common use of Inability to Determine Interest Rate Clause in Contracts

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) Administrative Agent shall have determined (which determination shall be conclusive and binding upon Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Base Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (in each case, “Impacted Loans”), Administrative Agent shall give electronic mail or telephonic notice thereof to Borrower and the Lenders as soon as practicable thereof. If such notice is given, (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereof.

Inability to Determine Interest Rate. If prior to the first day Notwithstanding any other provision of any Interest Period: this Credit Agreement, if (a) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon Borrowerabsent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the LIBO Base Rate EURIBOR and/or LIBOR for such any Currency for any Interest Period Period, or (b) Administrative Agent shall have received notice from the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not available in EURIBOR and/or the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding EURIBOR/LIBOR Rate Loans that the Borrower has requested during such LIBOR Loans (in each caseInterest Period, “Impacted Loans”), the Administrative Agent shall forthwith give electronic mail or telephonic telephone notice thereof of such determination, confirmed in writing, to Borrower the Initial Borrower, and the Lenders as soon as practicable thereof. If such notice is given, (x) any LIBOR Loans requested at least two Business Days prior to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify the request regarding such EURIBOR/LIBOR Rate Loans, any Loans that were requested to ABR Loansbe made as EURIBOR/LIBOR Rate Loans shall be made as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable Currency. Until any such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lendersno further Loans shall be made as, may establish an alternative interest rate continued as, or converted into, EURIBOR/LIBOR Rate Loans for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofInterest Periods so affected.

Inability to Determine Interest Rate. If prior to the first day Notwithstanding any other provision of any Interest Period: this Credit Agreement, if (a) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon Borrowerabsent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the LIBO Base Rate LIBOR for such Interest Period Period, or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount shall reasonably determine (which determination shall be conclusive and for the relevant Interest Period available to the Required Lenders in the London interbank market or (cbinding absent manifest error) the Required Lenders determine that the LIBO LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding LIBOR Rate Loans that the Borrower has requested be outstanding as a LIBOR tranche during such LIBOR Loans (in each caseInterest Period, “Impacted Loans”), the Administrative Agent shall forthwith give electronic mail or telephonic telephone notice thereof of such determination, confirmed in writing, to Borrower the Borrower, and the Lenders as soon as practicable thereofat least two Business Days prior to the first day of such Interest Period. If such notice is given, given (xa) any LIBOR Foreign Currency Loans requested to be made on the first day of such Interest Period shall be made made, at the sole option of the Borrower, in Dollars as ABR LoansAlternate Base Rate Loans or such request shall be cancelled, (yb) any affected LIBOR Rate Loans requested to be made on the first day of such Interest Period shall be made, at the sole option of the Borrower, in Dollars as Alternate Base Rate Loans or such request shall be cancelled and (c) any affected Loans that were to have been converted on the first day of such Interest Period to or continued as LIBOR Rate Loans shall be converted toto or continued, at the sole option of the Borrower, in Dollars as Alternate Base Rate Loans or continued as, ABR Loans and (z) any outstanding LIBOR Loans such request shall be converted, on the first day of such Interest Period, to ABR Loanscancelled. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, LIBOR Rate Loans for the Interest Periods so affected. The Administrative Agent (which shall withdraw any notice given pursuant to this Section at such time as the Administrative Agent agrees to do if the circumstances condition giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) is reasonably determined by the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofno longer be applicable.

Inability to Determine Interest Rate. If prior in connection with any request for a Eurodollar Loan or a conversion to the first day of any Interest Period: or continuation thereof or otherwise, (a) the Administrative Agent shall have determined determines that (which determination shall be conclusive i) Dollar deposits are not being offered to banks in the applicable offshore interbank eurodollar market for such currency for the applicable amount and binding upon BorrowerInterest Period of such Eurodollar Loan or (ii) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining determining the LIBO Base Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Eurodollar Rate for any requested Interest Period with respect to a proposed LIBOR Eurodollar Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Loan does not adequately and fairly reflect the cost to such the Lenders of funding such LIBOR Loans (in each caseLoan, “Impacted Loans”), the Administrative Agent shall give electronic mail or telephonic notice thereof to will promptly notify the Borrower and the Lenders as soon as practicable thereofall Lenders. If such notice is givenThereafter, (x) any LIBOR the obligation of the Lenders to make or maintain Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, suspended (to the extent of the affected Eurodollar Loans or Interest Periods) and (y) any Loans that were in the event of a determination described in the preceding sentence with respect to have been converted on the first day Eurodollar Rate component of such Interest Period to LIBOR Loans the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be converted tosuspended, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which in each case until the Administrative Agent agrees revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing, conversion or continuation of Eurodollar Loans (to do if the circumstances giving rise extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such notice cease to exist), no further LIBOR request into a request for a Borrowing of Base Rate Loans shall be made, or continued as such, nor shall Borrower have in the right to convert Loans to, LIBOR Loansamount specified therein. Notwithstanding the foregoing, if there are Impacted Loans as provided abovethe Administrative Agent has made the determination described in clause (a) of this Section 3.7, the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the applicable Impacted Loans, in which case, such alternative interest rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans (which under the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist)first sentence of this Section 3.7, (2) the Administrative Agent or notifies the Required Lenders notify Borrower that the Administrative Agent and Borrower or Required Lenders have determined that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable Impacted Loans, or (3) any Lender determines that any Law law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office Installation to make, maintain or fund Loans whose interest is determined by reference to such alternative interest rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority ability of such Lender to do any of the foregoing and and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: Bank determines that (a) Administrative Agent shall have determined (which determination shall be conclusive and binding upon Borrower) that, by reason quotations of circumstances affecting interest rates for the relevant marketdeposits referred to in the definition of Adjusted LIBOR Rate are not being provided for purposes of determining the interest rate on a LIBOR Rate Advance as provided in this Note, adequate and reasonable means do not exist for ascertaining the LIBO Base Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available relevant interest rates referred to in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO definition of Adjusted LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Loan does do not adequately and fairly reflect accurately cover the cost to such Lenders the Bank of making, funding such or maintaining LIBOR Loans (in each caseRate Advances, “Impacted Loans”)then the Bank shall at the Bank’s option, Administrative Agent shall give electronic mail or telephonic notice thereof to Borrower and the Lenders as soon as practicable thereof. If such notice is given, (x) any LIBOR Loans requested to be made on the first day of such Interest Period circumstances to the Borrower, whereupon (i) the obligation of the Bank to make LIBOR Rate Advances shall be made as ABR Loans, (y) any Loans suspended until the Bank notifies the Borrower that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease the suspension no longer exists, and (ii) the Borrower shall repay in full the then outstanding principal amount of each LIBOR Rate Advance, together with accrued interest, on the last day of the then current Interest Period applicable to exist)the LIBOR Rate Advance, no further LIBOR Loans provided, however, that, subject to the terms and conditions of this Note and the other Related Documents, the Borrower shall be made, or continued as such, nor shall Borrower have entitled to simultaneously replace the right entire outstanding balance of any LIBOR Rate Advance repaid in accordance with this section with an Advance bearing interest at the CB Floating Rate plus the Applicable Margin for CB Floating Rate Advances in the same amount. If the Bank determines on any day that quotations of interest rates for the relevant deposits referred to convert Loans to, in the definition of Adjusted One Month LIBOR Loans. Notwithstanding Rate are not being provided for purposes of determining the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate on any CB Floating Rate Advance on any day, then each CB Floating Rate Advance shall bear interest at the Prime Rate plus the Applicable Margin for CB Floating Rate Advances until the Bank determines that quotations of interest rates for the Impacted Loans, relevant deposits referred to in which case, such alternative rate the definition of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofAdjusted One Month LIBOR Rate are being provided.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) Notwithstanding any other provision of this Credit Agreement, if (i) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon Borrowerabsent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the LIBO Base Eurocurrency Rate (including, without limitation, because the Eurocurrency Rate is not available or published on a current basis) for such Interest Period Period, or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (cii) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBO Eurocurrency Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding Eurocurrency Rate Loans that the Borrower has requested be outstanding as a Eurocurrency Rate tranche during such LIBOR Loans (in each caseInterest Period, “Impacted Loans”), the Administrative Agent shall (unless such determination has resulted because the Eurocurrency Rate is not available or published on a current basis) forthwith give electronic mail or telephonic telephone notice thereof of such determination, confirmed in writing, to Borrower the Borrower, and the Lenders as soon as practicable thereofat least two Business Days prior to the first day of such Interest Period. If such notice is given, given (xA) any LIBOR Foreign Currency Loans requested to be made on the first day of such Interest Period shall be made made, at the sole option of the Borrower, in Dollars as ABR LoansBase Rate Loans or such request shall be cancelled, (yB) any affected Foreign Currency Loans that were to have been converted on the first day of such Interest Period to LIBOR or continued as Eurocurrency Rate Loans shall be converted toto or continued, or continued asat the sole option of the Borrower, ABR Loans and as Base Rate Loans, (zc) any outstanding LIBOR affected Eurocurrency Rate Loans shall requested to be converted, made on the first day of such Interest PeriodPeriod shall be made, at the sole option of the Borrower, in Dollars as Base Rate Loans and (d) any affected Loans that were requested to ABR be converted into or continued as Eurocurrency Rate Loans shall remain as or be converted into Base Rate Loans. Until any such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lendersno further Loans shall be made as, may establish an alternative interest rate continued as, or converted into, Eurocurrency Rate Loans for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofInterest Periods so affected.

Inability to Determine Interest Rate. If prior to the first day Notwithstanding any other provision of any Interest Period: this Credit Agreement, if (a) the Administrative Agent or the Canadian Agent, as applicable, shall have determined reasonably determine (which determination shall be conclusive and binding upon Borrowerabsent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the LIBO Base LIBOR Rate for such Interest Period Period, or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount shall reasonably determine (which determination shall be conclusive and for the relevant Interest Period available to the Required Lenders in the London interbank market or (cbinding absent manifest error) the Required Lenders determine that the LIBO LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding LIBOR Rate Loans that a Borrower has requested be outstanding as a LIBOR tranche during such LIBOR Loans (in each caseInterest Period, “Impacted Loans”), the Administrative Agent shall forthwith give electronic mail or telephonic telephone notice thereof of such determination, confirmed in writing, to Borrower the Borrowers and the Lenders as soon as practicable thereofat least two (2) Business Days prior to the first day of such Interest Period. If such notice is given, given (xa) any LIBOR Rate Loans requested to be made by the Canadian Borrower on the first day of such Interest Period shall be made made, at the sole option of the Canadian Borrower, in U.S. Dollars as ABR LoansU.S. Base Rate Loans or such request shall be cancelled, (yb) any affected U.S. Base Rate Loans that were to have been converted at the request of the Canadian Borrower on the first day of such Interest period to, or LIBOR Rate Loans that were to have been continued as, LIBOR Rate Loans shall be converted to or continued, at the sole option of the Canadian Borrower, as U.S. Base Rate Loans, (c) any affected LIBOR Rate Loans denominated in U.S. Dollars requested to be made by the Company on the first day of such Interest Period shall be made, at the sole option of the Company, in U.S. Dollars as Alternate Base Rate Loans or such request shall be cancelled and (d) any affected Loans denominated in U.S. Dollars that were to have been converted at the request of the Company on the first day of such Interest Period to or continued as LIBOR Rate Loans shall be converted toto or continued, or continued asat the sole option of the Company, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR as Alternate Base Rate Loans. Until any such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lendersno further Loans shall be made as, may establish an alternative interest rate continued as, or converted into, LIBOR Rate Loans for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofInterest Periods so affected.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) In the event that the Administrative Agent or the relevant Local Fronting Lender shall have determined (which determination determination, in the absence of manifest error, shall be conclusive and binding upon each Borrower) that, that by reason of circumstances affecting the relevant interbank eurocurrency market, adequate and reasonable means do not exist for ascertaining the LIBO Base Eurodollar Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the any relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Eurocurrency Rate for any requested Interest Period with respect to (i) any proposed Loan that the relevant Borrower has requested be made as Eurodollar Loans or Eurocurrency Loans, (ii) a proposed LIBOR Eurodollar Loan does not adequately and fairly reflect that will result from the cost to requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans, (iii) a Eurocurrency Loan that will result from the requested conversion of all or part of the Local Rate Loans in any Denomination Currency into Eurocurrency Loans, (iv) the continuation of a Eurodollar Loan or a Eurocurrency Loan as such Lenders for an additional Interest Period (any such Loan described in clauses (i), (ii), (iii), or (iv) of funding such LIBOR Loans (in each case, this Section 7.8(a) being herein called an “Impacted LoansAffected Loan”), the Administrative Agent or the relevant Local Fronting Lender (as the case may be) shall forthwith give electronic mail telecopy or telephonic notice thereof of such determination, confirmed in writing, to the relevant Borrower (with a copy to the Company, the Administrative Agent and any affected Lenders) at least two Business Days prior to, as the Lenders case may be, the borrowing date for such Eurodollar Loan or Eurocurrency Loan, the conversion date for such Alternate Base Rate Loan or Local Rate Loan or the last day of the Interest Period applicable to such Eurodollar Loan or Eurocurrency Loan. Unless the relevant Borrower shall have notified the Administrative Agent (in the case of any Syndicated Loan), the relevant Local Fronting Lender (in the case of any Local Loan) or the Administrative Agent promptly upon receipt of such telecopy or telephonic notice that it wishes to rescind or modify its request regarding such Affected Loans, then, as soon as practicable thereof. If such notice is giventhe case may be, (x) any LIBOR Loans requested to be made on the first day of such Interest Period Eurodollar Loan shall be made as ABR Loansan Alternate Base Rate Loan, continued as an Alternate Base Rate Loan or converted into an Alternate Base Rate Loan or (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans requested Local Loan which is a Eurocurrency Loan shall be made as a Local Rate Loan, continued as a Local Rate Loan or converted to, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR Loansinto a Local Rate Loan. Until any such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify relevant Local Fronting Lender, as the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loanscase may be, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund no further Affected Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofshall be made.

Inability to Determine Interest Rate. If prior to the first day Notwithstanding any other provision of any Interest Period: this Credit Agreement, if (a) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon Borrowerabsent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the LIBO Base Rate LIBOR for such Interest Period Period, or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount shall reasonably determine (which determination shall be conclusive and for the relevant Interest Period available to the Required Lenders in the London interbank market or (cbinding absent manifest error) the Required Lenders determine that the LIBO LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding LIBOR Rate Loans that the Borrower has requested be outstanding as a LIBOR tranche during such LIBOR Loans (in each caseInterest Period, “Impacted Loans”), the Administrative Agent shall forthwith give electronic mail or telephonic telephone notice thereof of such determination, confirmed in writing, to Borrower the Borrower, and the Lenders as soon as practicable thereofat least two Business Days prior to the first day of such Interest Period. If such notice is given, given (xa) any LIBOR Foreign Currency Loans requested to be made on the first day of such Interest Period shall be made made, at the sole option of the Borrower, in Dollars as ABR LoansAlternate Base Rate Loans or such request shall be cancelled, (yb) any affected Foreign Currency Loans that were to have been converted on the first day of such Interest Period to or continued as LIBOR Rate Loans shall be converted toto or continued, or continued asat the sole option of the Borrower, ABR Loans and as Alternate Base Rate Loans, (zc) any outstanding affected LIBOR Rate Loans shall requested to be converted, made on the first day of such Interest PeriodPeriod shall be made, at the sole option of the Borrower, in Dollars as Alternate Base Rate Loans and (d) any affected Loans that were requested to ABR be converted into or continued as LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans. Until any such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lendersno further Loans shall be made as, may establish an alternative interest rate continued as, or converted into, LIBOR Rate Loans for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofInterest Periods so affected.

Inability to Determine Interest Rate. If prior to the first day Notwithstanding any other provision of any Interest Period: this Credit Agreement, if (a) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon Borrowerabsent manifest error) that, by reason of circumstances affecting the relevant market, deposits in the relevant amount in the relevant currency and for the relevant Interest Period are not available in the relevant market to any Lender or reasonable and adequate and reasonable means do not exist for ascertaining the LIBO Base Rate LIBOR for such Interest Period Period, or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount shall reasonably determine (which determination shall be conclusive and for the relevant Interest Period available to the Required Lenders in the London interbank market or (cbinding absent manifest error) the Required Lenders determine that the LIBO LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding LIBOR Rate Loans that the Company has requested be outstanding as a LIBOR Tranche during such LIBOR Loans (in each caseInterest Period, “Impacted Loans”), the Administrative Agent shall forthwith give electronic mail or telephonic telephone notice thereof of such determination, confirmed in writing, to Borrower the Company, and the Lenders as soon as practicable thereofat least two Business Days prior to the first day of such Interest Period. If such notice is givengiven (i) any affected Foreign Currency Loans requested to be made on the first day of such Interest Period shall be made, at the sole option of the applicable Borrower, in Dollars as Alternate Base Rate Loans or such request shall be cancelled, (xii) any affected LIBOR Rate Loans requested to be made on the first day of such Interest Period shall be made in Dollars as ABR Loans, Alternate Base Rate Loans and (yiii) any affected Loans that were to have been converted on the first day of such Interest Period to or continued as LIBOR Rate Loans shall be converted to, to or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR in Dollars as Alternate Base Rate Loans. Until any such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lendersno further Loans shall be made as, may establish an alternative interest rate continued as, or converted into, LIBOR Rate Loans for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofInterest Periods so affected.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , or as applicable, on any day on which an ABR Loan bearing interest determined by reference to the Eurodollar Rate is outstanding, the Administrative Agent or the Required Lenders shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan, a request for an ABR Loan to bear interest with reference to the Eurodollar Rate, or a conversion to or a continuation of either of the foregoing that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the LIBO Base Eurodollar Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market Period, or (c) the Required Lenders determine that the LIBO Eurodollar Rate determined or to be determined for any requested such Interest Period with respect to a proposed LIBOR Loan does will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of funding making or maintaining their affected Loans during such LIBOR Loans Interest Period, then, in any such case (in each case, “Impacted Loans”a), (b) or (c), the Administrative Agent shall give electronic mail or telephonic notice thereof to promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereofthereafter. If Any such notice is givendetermination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (xw) any LIBOR Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (x) any such requested ABR Loans which were to have utilized a Eurodollar Rate component in determining the ABR shall not utilize a Eurodollar Rate component in determining the ABR applicable to such requested ABR Loan, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to LIBOR Eurodollar Loans shall be converted to, or continued as, as ABR Loans and (z) any outstanding LIBOR Eurodollar Loans under the relevant Facility shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)Agent, no further LIBOR Eurodollar Loans under the relevant Facility shall be made, made or continued as such, nor shall the Borrower have the right to convert Loans tounder the relevant Facility to Eurodollar Loans, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any utilization of the foregoing and provides Eurodollar Rate component in determining the Administrative Agent and Borrower written notice thereofABR shall be suspended.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) If in connection with any request for a Term SOFR Loan or an Alternative Currency Loan or a conversion to or continuation thereof, as applicable, (i) the Administrative Agent shall have determined determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate for the Relevant Rate for the applicable Currency has been determined in accordance with Section 2.14(b) or (c) and binding upon Borrowerthe circumstances under clause (i) thatof Section 2.14(b) or (c) or the Scheduled Unavailability Date or the Term SOFR Scheduled Unavailability Date has occurred with respect to such Relevant Rate (as applicable), by reason of circumstances affecting the relevant market, or (B) adequate and reasonable means do not exist for ascertaining determining the LIBO Base Relevant Rate for such the applicable Currency for any determination date or for any requested Interest Period with respect to a proposed Term SOFR Loan or Alternative Currency Term Rate Loan or in connection with an existing or proposed ABR Loan, or (bii) the Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that for any reason the LIBO Relevant Rate for any requested Interest Period with respect to a proposed LIBOR Term SOFR Loan or Alternative Currency Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (in each caseLoan, “Impacted Loans”), the Administrative Agent shall give electronic mail or telephonic notice thereof to will promptly so notify the Borrower and the Lenders as soon as practicable thereofeach Lender. If such notice is givenThereafter, (x) any LIBOR the obligation of the Lenders to make or maintain Loans requested in the affected Currencies, as applicable, or to be made on the first day of such Interest Period convert ABR Loans to Term SOFR Loans, shall be made as ABR suspended (to the extent of the affected Term SOFR Loans, Alternative Currency Loans or Interest Periods or determination date(s), as applicable), and (y) any Loans that were to have been converted on in the first day event of such Interest Period to LIBOR Loans shall be converted to, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on a determination described in the first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply preceding sentence with respect to the Impacted Term SOFR component of the Alternate Base Rate, the utilization of the Term SOFR component in determining the Alternate Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of Section 2.14(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Term SOFR Loans or Alternative Currency Loans (to the extent Borrower does not elect of the affected Term SOFR Loans, Alternative Currency Loans or Interest Periods or determination date(s), as applicable) or (ii) failing that, (A) will be deemed to maintain have converted such Impacted request into a request for a Borrowing of ABR Loans as ABR in the amount specified therein and (B) any outstanding affected Alternative Currency Loans) until , at the Borrower’s election, shall either (1) be converted into a Borrowing of ABR Loans denominated in Dollars in the Administrative Agent revokes Dollar Equivalent of the notice delivered with respect to amount of such outstanding Alternative Currency Loan immediately, in the Impacted Loans (which case of an Alternative Currency Daily Rate Loan or at the Administrative Agent agrees to do if end of the circumstances giving rise to Impacted Loans cease to exist)applicable Interest Period, in the case of an Alternative Currency Term Rate Loan or (2) be prepaid in full immediately, in the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders case of funding the Impacted Loansan Alternative Currency Daily Rate Loan, or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan; provided that if no election is made by the Borrower (3x) any Lender determines in the case of an Alternative Currency Daily Rate Loan, by the date 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 three Business Days after receipt by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority Borrower of such Lender to do any notice or (y) in the case of an Alternative Currency Term Rate Loan, by the last day of the foregoing and provides current Interest Period for the Administrative Agent and applicable Alternative Currency Term Rate Loan, the Borrower written notice thereofshall be deemed to have elected clause (1) above.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: Period (a) or as applicable, on any day on which an ABR Loan bearing interest determined by reference to the Eurodollar Rate is outstanding), the Administrative Agent or the Required Lenders shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan, a request for an ABR Loan to bear interest with reference to the Eurodollar Rate, or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (i) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (ii) adequate and reasonable means do not exist for ascertaining the LIBO Base Eurodollar Rate for such Interest Period Period, or (biii) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and Eurodollar Rate determined or to be determined for the relevant such Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Loan does will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of funding making or maintaining their affected Loans during such LIBOR Loans Interest Period, then, in any such case (in each case, “Impacted Loans”i), (ii) or (iii), the Administrative Agent shall give electronic mail or telephonic notice thereof to promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereofthereafter. If Any such notice is givendetermination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (xw) any LIBOR Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (x) any such requested ABR Loans which were to have utilized a Eurodollar Rate component in determining the ABR shall not utilize a Eurodollar Rate component in determining the ABR applicable to such requested ABR Loan, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to LIBOR Eurodollar Loans shall be converted to, or continued as, as ABR Loans and (z) any outstanding LIBOR Eurodollar Loans under the relevant Facility shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)Agent, no further LIBOR Eurodollar Loans under the relevant Facility shall be made, made or continued as such, nor shall the Borrower have the right to convert Loans tounder the relevant Facility to Eurodollar Loans, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any utilization of the foregoing and provides Eurodollar Rate component in determining the Administrative Agent and Borrower written notice thereofABR shall be suspended.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , the Administrative Agent shall have determined (which determination shall be conclusive and binding upon Borrowereach of the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Base Eurocurrency Rate with respect to any Eurocurrency Loan (the “Affected Eurocurrency Rate”) or the BA Rate (the “Affected BA Rate”) with respect to any BA Equivalent Loans for such Interest Period or (b) Administrative Agent shall have received notice from Period, the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (in each case, “Impacted Loans”), Administrative Agent shall give electronic mail telecopy or telephonic notice thereof to the Borrower Representative and the Lenders as soon as practicable thereofthereafter. If such notice is given, (xa) any LIBOR Eurocurrency Loans or BA Equivalent Loans the rate of interest applicable to which is based on the Affected Eurocurrency Rate or the Affected BA Rate, as applicable, requested to be made on the first day of such Interest Period shall be made as ABR LoansLoans in the applicable currency, (yb) any Loans that were to have been converted on the first day of such Interest Period to LIBOR or continued as Eurocurrency Loans or BA Equivalent Loans the rate of interest applicable to which is based on the Affected Eurocurrency Rate or the Affected BA Rate, as applicable, shall be converted to, to or continued as, as ABR Loans in the applicable currency, (c) as to the Swing Line Lender, as the case may be, such Lender’s cost of funding such Eurocurrency Loans or as reasonably determined by such Lender, plus the Applicable Margin hereunder and (zd) any outstanding LIBOR Eurocurrency Loans shall be converted, or BA Equivalent Loans that were to have been converted on the first day of such Interest PeriodPeriod to or continued as Eurocurrency Loans or BA Equivalent Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate or Affected BA Rate and that are not otherwise permitted to be converted to or continued as ABR Loans in the applicable currency by subsection 4.2 shall, upon demand by the Lenders the Commitment Percentage of which aggregate greater than 50.0% of such U.S. Facility Revolving Credit Loan or Canadian Facility Revolving Credit Loan, as applicable, be immediately repaid by the applicable Borrower on the last day of the then current Interest Period with respect thereto together with accrued interest thereon or otherwise, at the option of the Borrower Representative, shall remain outstanding and bear interest at a rate which reflects, as to ABR Loanseach of the Lenders, such Lender’s cost of funding such Eurocurrency Loans or BA Equivalent Loans as reasonably determined by such Lender, plus the Applicable Margin hereunder. If any such repayment occurs on a day which is not the last day of the then current Interest Period with respect to such affected Eurocurrency Loan or BA Equivalent Loan, the applicable Borrower shall pay to each of the Lenders such amounts, if any, as may be required pursuant to subsection 4.12. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)Agent, no further LIBOR Eurocurrency Loans or BA Equivalent Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate or Affected BA Rate shall be made, made or continued as such, nor shall Borrower any of the Borrowers have the right to convert ABR Loans to, LIBOR Loans. Notwithstanding to Eurocurrency Loans or BA Equivalent Loans the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect applicable to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate the Affected Eurocurrency 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 Borrower written notice thereofAffected BA Rate.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) Administrative , the Agent shall have determined (which determination shall be conclusive and binding upon Borrowerthe Borrowers) that, by reason of circumstances affecting the relevant market, (i) adequate and reasonable means do not exist for ascertaining the LIBO Base Eurocurrency Rate for such Interest Period or (bii) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits (whether in U.S. Dollars or a Foreign Currency) are not available being offered to banks in the relevant applicable offshore interbank market for such currency for the applicable amount and for the relevant Interest Period available to of such Eurocurrency Loan, the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (in each case, “Impacted Loans”), Administrative Agent shall give electronic mail or telephonic written notice thereof to Borrower Airgas and the affected Lenders as soon as practicable thereofthereafter. If such notice is given, the applicable Borrower may revoke any pending request for a borrowing of, conversion to or extension of Eurocurrency Loans in the affected currency or currencies or, failing that and until such time as such notice has been withdrawn by the Agent, (A) in the case of Eurocurrency Loans of Airgas that are denominated in U.S. Dollars, (x) any LIBOR such Eurocurrency Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, U.S. Base Rate Loans and (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR or extended as Eurocurrency Loans shall be converted to, to or continued as, ABR extended as U.S. Base Rate Loans and (zB) in the case of (1) Eurocurrency Loans of a Foreign Borrower that are denominated in U.S. Dollars or (2) any outstanding LIBOR Eurocurrency Loans shall that are denominated in a Foreign Currency, (x) any such Eurocurrency Loans requested to be converted, made on the first day of such Interest PeriodPeriod shall be made (assuming that the circumstances described in clause (ii) immediately above have not occurred) bearing interest at such rate as the Agent and the applicable Borrower shall agree adequately reflects the cost to the Foreign Currency Lenders of making such Loans, (y) any Loans that were to ABR Loans. Until have been extended as of the first day of such notice has been withdrawn by Administrative Interest Period shall be extended (assuming that the circumstances described in clause (ii) immediately above have not occurred) bearing interest at such rate as the Agent and the applicable Borrower shall agree adequately reflects the cost to the Foreign Currency Lenders of maintaining such Loans and (which the Administrative Agent agrees to do z) if the circumstances giving rise to described in clause (ii) immediately above have occurred, then any request for a borrowing in such notice cease to exist), no further LIBOR Loans currency shall be made, ineffective and any outstanding Loans denominated in such currency shall be repaid in full at the end of the current Interest Period (or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoingsuch earlier time, if there are Impacted Loans any, as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to existrequired by law), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereof.

Inability to Determine Interest Rate. If prior to Notwithstanding any other provision of this Agreement, if (i) the first day of any Interest Period: (a) Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon Borrowerabsent manifest error) that, (A) by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the LIBO Base Rate LIBOR for such an Interest Period or for an Alternative Currency, (bB) a fundamental change has occurred in the foreign exchange or interbank markets with respect to any Alternative Currency (including, without limitation, changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls) or (C) it has become otherwise materially impractical for the Administrative Agent shall have received notice from or the Required Lenders that Dollar deposits are not available to make any Loan in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market an Alternative Currency, or (cii) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBO LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Rate Loans (in each casethat the Borrower has requested be outstanding as a LIBOR Tranche during an Interest Period, “Impacted Loans”), the Administrative Agent shall forthwith give electronic mail or telephonic telephone notice thereof of such determination, confirmed in writing, to the Borrower and the Lenders Lenders. Unless the Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify its request regarding such LIBOR Rate Loans or Alternative Currency Loans, as soon as practicable thereof. If such notice is givenapplicable, (x) any LIBOR Loans that were requested to be made on the first day of such Interest Period as LIBOR Rate Loans or Alternative Currency Loans, as applicable, shall be made as ABR Loans, (y) Alternate Base Rate Loans in Dollars and any Loans that were requested to have been be converted on the first day of such Interest Period to into or continued as LIBOR Rate Loans or Alternative Currency Loans, as applicable, shall be converted to, or continued as, ABR into Alternate Base Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR Loansin Dollars. Until any such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lendersno further Loans shall be made as, may establish an alternative interest rate continued as, or converted into, LIBOR Rate Loans or Alternative Currency Loans, as applicable, for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent Interest Periods or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofAlternative Currencies so affected.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , the Administrative Agent or the Required Lenders (after consultation with the Administrative Agent) shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the LIBO Base Eurodollar Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market Period, or (c) the Required Lenders determine that the LIBO Eurodollar Rate determined or to be determined for any requested such Interest Period with respect to a proposed LIBOR Loan does will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of funding making or maintaining their affected Loans during such LIBOR Loans Interest Period, then, in any such case (in each case, “Impacted Loans”a), (b) or (c), the Administrative Agent shall give electronic mail or telephonic notice thereof to promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereofthereafter. If Any such notice is givendetermination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (x) any LIBOR Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to LIBOR Eurodollar Loans shall be converted to, or continued as, as ABR Loans and (z) any outstanding LIBOR Eurodollar Loans under the relevant Facility shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)Agent, no further LIBOR Eurodollar Loans under the relevant Facility shall be made, made or continued as such, nor shall the Borrower have the right to convert Loans to, LIBOR under the relevant Facility to Eurodollar Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereof.

Inability to Determine Interest Rate. If prior to As further set forth in Paragraph 8.11 of Section 8 hereof, in the first day of any Interest Period: (a) Administrative event that the Agent shall have determined determine, or any Lender notifies the Agent in writing that it has determined, in the exercise of its reasonable business judgement (which determination shall be conclusive and binding upon Borrower) thatthe Companies), that by reason of circumstances affecting the relevant interbank LIBOR market, adequate and 58 reasonable means do not exist for ascertaining the LIBO Base Rate LIBOR applicable for such any Interest Period or with respect to (a) a proposed loan that any of the Companies have requested be made as a LIBOR Loan, (b) Administrative Agent shall have received notice a LIBOR Loan that will result from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market requested conversion of a Chase Bank Rate Loan into a LIBOR Loan or (c) the Required Lenders determine that continuation of LIBOR Loans beyond the LIBO Rate for any requested expiration of the then current Interest Period with respect thereto, the Agent or such Lender, as applicable, shall forthwith give written notice of such determination to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding Companies at least one (1) day prior to, as the case may be, the requested borrowing date for such LIBOR Loans (in each caseLoan, “Impacted Loans”), Administrative Agent shall give electronic mail the conversion date of such Chase Bank Rate Loan or telephonic notice thereof to Borrower and the Lenders as soon as practicable thereoflast day of such Interest Period. If such notice is given, given (xi) any requested LIBOR Loans requested to be made on the first day of such Interest Period Loan shall be made as ABR Loansa Chase Bank Rate Loan, (yii) any Loans Chase Bank Rate Loan that were was to have been converted on the first day of such Interest Period to a LIBOR Loans Loan shall be converted tocontinued as a Chase Bank Rate Loan, or continued as, ABR Loans and (ziii) any outstanding LIBOR Loans Loan shall be converted, on the first last day of such then current Interest PeriodPeriod with respect thereto, to ABR Loansa Chase Bank Rate Loan. Until the Agent or such notice Lender has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)notice, no further LIBOR Loans Loan shall be made, or continued as such, made nor shall Borrower the Companies have the right to convert Loans to, a Chase Bank Rate Loan to a LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofLoan.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: (a) , or as applicable, on any day on which an ABR Loan bearing interest determined by reference to the Eurodollar Rate is outstanding), the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan, a request for an ABR Loan to bear interest with reference to the Eurodollar Rate, or a conversion to or a continuation of either of the foregoing that, by reason of circumstances affecting the relevant market, (i) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (ii) adequate and reasonable means do not exist for ascertaining the LIBO Base Eurodollar Rate for such Interest Period Period, or (biii) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and Eurodollar Rate determined or to be determined for the relevant such Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Loan does will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of funding making or maintaining their affected Loans during such LIBOR Loans Interest Period, then, in any such case (in each case, “Impacted Loans”i), (ii) or (iii), the Administrative Agent shall give electronic mail or telephonic notice thereof to promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereofthereafter. If Any such notice is givendetermination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (xw) any LIBOR Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (x) any such requested ABR Loans which were to have utilized a Eurodollar Rate component in determining the ABR shall not utilize a Eurodollar Rate component in determining the ABR applicable to such requested ABR Loan, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to LIBOR Eurodollar Loans shall be converted to, or continued as, as ABR Loans and (z) any outstanding LIBOR Eurodollar Loans under the relevant Facility shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)Agent, no further LIBOR Eurodollar Loans under the relevant Facility shall be made, made or continued as such, nor shall the Borrower have the right to convert Loans tounder the relevant Facility to Eurodollar Loans, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any utilization of the foregoing and provides Eurodollar Rate component in determining the Administrative Agent and Borrower written notice thereofABR shall be suspended.

Inability to Determine Interest Rate. If (a) In the event, and on each occasion, that on the day two Business Days prior to the first day commencement of any Interest Period: (a) Period for a Eurocurrency Borrowing of any Type, the Administrative Agent shall have determined (that Dollar deposits or deposits in the Alternative Currency in which determination shall such Borrowing is to be conclusive and binding upon Borrower) that, by reason denominated in the principal amounts of circumstances affecting the relevant Loans comprising such Borrowing are not generally available in the London interbank market, adequate and or that reasonable means do not exist for ascertaining the LIBO Base Rate for or EURIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such Interest Period or (b) determination to the applicable Borrower and the Lenders and, until the Administrative Agent shall have received notice from advised the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (in each case, “Impacted Loans”), Administrative Agent shall give electronic mail or telephonic notice thereof to applicable Borrower and the Lenders as soon as practicable thereof. If such notice is given, (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease no longer exist, (i) any request by a Borrower for a Eurocurrency Competitive Borrowing pursuant to exist), no further LIBOR Loans Section 2.06 shall be made, of no force or continued as such, nor effect and shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, be denied by the Administrative Agent, in consultation with (ii) any request by a Borrower and for a Eurocurrency Term Borrowing, Eurocurrency Standby Borrowing of the affected LendersType or in the affected currency shall be deemed to be a request for a Base Rate Borrowing denominated in Dollars and (iii) any Interest Election Request that requests the conversion of any Standby Borrowing and/or Term Borrowing to, may establish an alternative or continuation of any Standby Borrowing or Term Borrowing, as applicable, as, a Eurocurrency Borrowing shall be ineffective, and unless repaid such Borrowing shall be converted to or continued on the last day of the Interest Period applicable thereto (A) if such Borrowing is denominated in Dollars, as a Base Rate Borrowing, or (B) if such Borrowing is denominated in any Alternative Currency, as a Borrowing bearing interest at such rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not shall determine adequately and fairly reflect reflects the cost to the affected Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, Borrowing for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on Interest Period (which shall at no time be less than 0.00% per annum) plus the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofApplicable Margin.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , the Administrative Agent shall have determined (which determination shall be conclusive and binding upon Borrowereach of the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Base Eurocurrency Rate with respect to any Eurocurrency Loan or the Swing Line Foreign Currency Rate for any Swing Line Foreign Currency Loan (in either case, the “Affected Rate”) for such Interest Period or (b) Administrative Agent shall have received notice from Period, the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (in each case, “Impacted Loans”), Administrative Agent shall give electronic mail telecopy or telephonic notice thereof to the Parent Borrower and the Lenders as soon as practicable thereofthereafter. If such notice is given, given (xa) any LIBOR Eurocurrency Loans the rate of interest applicable to which is based on the Affected Eurocurrency Rate requested to be made on the first day of such Interest Period shall be made as ABR LoansLoans (to the extent otherwise permitted by subsection 4.2), (yb) any Loans that were to have been converted on the first day of such Interest Period to LIBOR or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate shall be converted toto or continued as ABR Loans (to the extent otherwise permitted by subsection 4.2), (c) in the case of Tranche B Euro Term Loans or Swing Line Foreign Currency Loans subject to an Affected Rate, same shall remain outstanding and bear interest at the rate which reflects, as to each Tranche B Euro Term Loan Lender or the Swing Line Lender, as the case may be, such Lender’s cost of funding such Eurocurrency Loans, or continued asSwing Line Foreign Currency Loans as reasonably determined by such Lender, ABR Loans plus the Applicable Margin hereunder (plus 1.50% per annum in the case of Swing Line Foreign Currency Loans), and (zd) any outstanding LIBOR Eurocurrency Loans shall be converted, that are Revolving Credit Loans that were to have been converted on the first day of such Interest PeriodPeriod to or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate and that are not otherwise permitted to be converted to or continued as ABR Loans by subsection 4.2 shall, upon demand by the Revolving Credit Lenders the Revolving Credit Commitment Percentage of which aggregate greater than 50%, be immediately repaid by the applicable Borrower on the last day of the then current Interest Period with respect thereto together with accrued interest thereon or otherwise, at the option of the Parent Borrower, shall remain outstanding and bear interest at a rate which reflects, as to ABR each of the Revolving Credit Lenders, such Revolving Credit Lender’s cost of funding such Eurocurrency Loans, as reasonably determined by such Revolving Credit Lender, plus the Applicable Margin hereunder. If any such repayment occurs on a day which is not the last day of the then current Interest Period with respect to such affected Eurocurrency Loan, the applicable Borrower shall pay to each of the Revolving Credit Lenders such amounts, if any, as may be required pursuant to subsection 4.12. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)Agent, no further LIBOR Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate shall be made, made or continued as such, nor shall Borrower any of the Borrowers have the right to convert ABR Loans to, LIBOR Loans. Notwithstanding to Eurocurrency Loans the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect applicable to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofAffected Eurocurrency Rate.

Inability to Determine Interest Rate. If prior in connection with any request for a Eurodollar Loan or a conversion to the first day of any Interest Period: or continuation thereof, (a) the Administrative Agent shall have determined determines that (which determination shall be conclusive i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and binding upon BorrowerInterest Period of such Eurodollar Loan, or (ii) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining determining the LIBO Base Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Eurodollar Rate for any requested Interest Period with respect to a proposed LIBOR Eurodollar Loan or in connection with an existing or proposed ABR Loan (in each case with respect to clause (a) above, “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (in each caseEurodollar Loan, “Impacted Loans”), the Administrative Agent shall give electronic mail or telephonic notice thereof to will promptly so notify the Borrower and the Lenders as soon as practicable thereofeach Lender. If such notice is givenThereafter, (x) any LIBOR the obligation of the Lenders to make or maintain Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, suspended (to the extent of the affected Eurodollar Loans or Interest Periods) and (y) any Loans that were in the event of a determination described in the preceding sentence with respect to have been converted on the first day Eurodollar Rate component of such Interest Period to LIBOR Loans the ABR, the utilization of the Eurodollar Rate component in determining the ABR shall be converted tosuspended, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which in each case until the Administrative Agent agrees upon the instruction of the Required Lenders revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of, conversion to do if or continuation of Eurodollar Loans (to the circumstances giving rise extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such notice cease to exist), no further LIBOR request into a request for ABR Loans shall be made, or continued as such, nor shall Borrower have in the right to convert Loans to, LIBOR Loansamount specified therein. Notwithstanding the foregoing, if there are Impacted Loans as provided abovethe Administrative Agent has made the determination described in this Section, the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (which a) of the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist)first sentence of this Section, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Interest Rate. If prior to the first day Notwithstanding any other provision of any Interest Period: this Agreement, if (a) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon Borrowerabsent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the LIBO Base LIBOR Rate for such Interest Period (or the LIBOR Advantage Rate for such LA Interest Period), or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in shall reasonably determine or the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders Swingline Lender shall reasonably determine that the LIBO Rate for any requested Interest Period with respect to a proposed the LIBOR Loan Advantage Rate (which determination shall be conclusive and binding absent manifest error), that the LIBOR Rate or LIBOR Advantage Rate, as applicable, does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Rate Loans (in each caseor LIBOR Advantage Loans, “Impacted Loans”as applicable) that the Borrowers have requested be outstanding as a LIBOR Tranche during such Interest Period (or LA Interest Period, as applicable), the Administrative Agent shall forthwith give electronic mail or telephonic telephone notice thereof of such determination, confirmed in writing, to Borrower the applicable Borrowers, Lenders and the Lenders as soon as practicable thereof. If such notice is given, Swingline Lender at least two (x2) any LIBOR Loans requested Business Days prior to be made on the first day of such Interest Period (or LA Interest Period, as applicable). Unless the applicable Borrowers shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify its request regarding such LIBOR Rate Loans (or LIBOR Advantage Loans, as applicable), any Loans that were requested to be made as LIBOR Rate Loans (or LIBOR Advantage Loans, as applicable) shall be made as ABR Loans, (y) Alternate Base Rate Loans and any Loans that were requested to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to, into or continued asas LIBOR Rate Loans (or LIBOR Advantage Loans, ABR Loans and (zas applicable) any outstanding LIBOR Loans shall remain as or be converted, on the first day of such Interest Period, to ABR converted into Alternate Base Rate Loans. Until any such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lendersno further Loans shall be made as, may establish an alternative interest rate continued as, or converted into, LIBOR Rate Loans (or LIBOR Advantage Loans, as applicable) for the Impacted LoansInterest Periods (or LA Interest Periods, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loansapplicable) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofso affected.

Inability to Determine Interest Rate. If prior to the first day Notwithstanding any other provision of any Interest Period: this Agreement, if (a) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon Borrowerabsent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the LIBO Base LIBOR Rate for such Interest Period Period, or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount shall reasonably determine (which determination shall be conclusive and for the relevant Interest Period available to the Required Lenders in the London interbank market or (cbinding absent manifest error) the Required Lenders determine that the LIBO LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding LIBOR Rate Loans that the Company has requested be outstanding as a LIBOR Tranche during such LIBOR Loans (in each caseInterest Period, “Impacted Loans”), the Administrative Agent shall forthwith give electronic mail or telephonic telephone notice thereof of such determination, confirmed in writing, to Borrower the Company, and the Lenders as soon as practicable thereofat least two (2) Business Days prior to the first day of such Interest Period. If such notice is givengiven (i) any affected Loans denominated in Foreign Currencies requested to be made on the first day of such Interest Period shall be made, at the sole option of the Company, in Dollars as Alternate Base Rate Loans or such request shall be cancelled, (xii) any affected LIBOR Rate Loans requested to be made on the first day of such Interest Period shall be made in Dollars as ABR Loans, Alternate Base Rate Loans and (yiii) any affected Loans that were to have been converted on the first day of such Interest Period to or continued as LIBOR Rate Loans shall be converted to, to or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR in Dollars as Alternate Base Rate Loans. Until any such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify Lenders, as applicable, no further Loans shall be made as, continued as, or converted into, LIBOR Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent and Borrower or the Required Lenders, as applicable, reasonably determine that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofconditions described above no longer exist.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) If, in connection with any request for a Term SOFR Loan or Term SOFR Daily Floating Rate Loan or a conversion to or continuation thereof, as applicable, (i) the Administrative Agent shall have determined determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate has been determined in accordance with Section 2.13(b), and binding upon Borrowerthe circumstances under clause (i) thatof Section 2.13(b) or the Scheduled Unavailability Date has occurred, by reason of circumstances affecting the relevant market, or (B) adequate and reasonable means do not otherwise exist for ascertaining the LIBO Base Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate determining Term SOFR for any requested Interest Period with respect to a proposed LIBOR Term SOFR Loan or in connection with an existing or proposed Base Rate Loan or Term SOFR Daily Floating Rate, or (ii) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or that the Term SOFR Daily Floating Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (Loan, in each case, “Impacted Loans”), the Administrative Agent shall give electronic mail or telephonic notice thereof to will promptly so notify the Borrower and the Lenders as soon as practicable thereofeach Lender. If such notice is givenThereafter, (x) any LIBOR the obligation of the Lenders to make or maintain Term SOFR Loans, or to convert Base Rate Loans requested to be made on the first day of such Interest Period Term SOFR Loans, shall be made as ABR Loanssuspended (to the extent of the affected Term SOFR Loans or Interest Periods), (y) any the obligation of the Lenders to make or maintain Term SOFR Daily Floating Rate Loans that were or to have been converted on the first day of such Interest Period convert Base Rate Loans to LIBOR Term SOFR Daily Floating Rate Loans shall be converted to, or continued as, ABR Loans and suspended (to the extent of the affected Term SOFR Daily Floating Rate Loans)and (z) any outstanding LIBOR Loans shall be converted, on in the first day event of such Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which a determination described in the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply preceding sentence with respect to the Impacted Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 2.13(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, or conversion to, or continuation of Term SOFR Loans or Term SOFR Daily Floating Rate Loans (to the extent Borrower does not elect of the affected Term SOFR Loans or Interest Periods) or Term SOFR Daily Floating Rate Loans or, failing that, will be deemed to maintain have converted such Impacted request into a request for a borrowing of Base Rate Loans as ABR Loans) until in the amount specified therein and (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3ii) any Lender determines that any Law has made it unlawfuloutstanding Term SOFR Loans or Term SOFR Daily Floating Rate Loans shall be deemed to have been converted to Base Rate Loans immediately in the case of a Term SOFR Daily Floating Rate Loan, or that any Governmental Authority has asserted that it is unlawfuland, for such Lender or its at the end of their respective applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate Interest Period in the case of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofa Term SOFR Loan.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon Borrowerthe Company and the Subsidiary Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Base Eurodollar Rate for such Interest Period or (b) the Offshore Rate for such Interest Period in respect of any Eligible Offshore Currency, or the Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and Eurodollar Rate or Offshore Rate determined or to be determined for the relevant such Interest Period available to the Required Lenders in the London interbank market respect of any Eurodollar Loan or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Revolving Offshore Loan does in an Eligible Offshore Currency will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of funding making or maintaining their affected Loans during such LIBOR Loans Interest Period, or a Fronting Lender shall have determined (which determination shall be conclusive and binding upon the Company and the Subsidiary Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Cost of Funds for such Interest Period in each case, “Impacted Loans”respect of any Fronted Offshore Currency (any such Eligible Offshore Currency or Fronted Offshore Currency is referred to as an "Affected Offshore Currency"), then the Administrative Agent (or the relevant Fronting Lender in the cause of clause (c) above) shall give electronic mail telecopy or telephonic notice thereof to Borrower the Company and the Lenders (and, in the case of any notice by a Fronting Lender, the Administrative Agent) as soon as practicable thereofthereafter. If such notice is givengiven (y) pursuant to either clause (a) or (b) of this subsection 6.8 in respect of Eurodollar Loans, then (xi) any LIBOR Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (yii) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Eurodollar Loans shall be converted to, or continued as, ABR as Base Rate Loans and (ziii) any outstanding LIBOR Eurodollar Loans shall be converted, on the first day of such Interest Period, to ABR Base Rate Loans and (z) in respect of any Offshore Currency Loans, then (i) any Offshore Currency Loans in an Affected Offshore Currency requested to be made on the first day of such Interest Period shall not be made and (ii) any outstanding Offshore Currency Loans in an Affected Offshore Currency shall be due and payable on the first day of such Interest Period. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)Agent, no further LIBOR Eurodollar Loans or Offshore Currency Loans in an Affected Offshore Currency shall be made, made or continued as such, nor shall Borrower the Company have the right to convert Base Rate Loans to, LIBOR to Eurodollar Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereof.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , the Administrative Agent or the Canadian Agent, as applicable, shall have determined (which determination shall be conclusive and binding upon Borrowereach of the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Base Eurocurrency Rate with respect to any Eurocurrency Loan (the “Affected Eurocurrency Rate”) or the BA Rate (the “Affected BA Rate”) with respect to any Bankers’ Acceptance or BA Equivalent Loans for such Interest Period or (b) Period, the Administrative Agent shall have received notice from or the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (in each caseCanadian Agent, “Impacted Loans”)as applicable, Administrative Agent shall give electronic mail telecopy or telephonic notice thereof to the Parent Borrower and the Lenders as soon as practicable thereofthereafter. If such notice is given, given (xa) any LIBOR Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans the rate of interest applicable to which is based on the Affected Eurocurrency Rate or the Affected BA Rate, as applicable, requested to be made on the first day of such Interest Period shall be made as ABR LoansLoans (to the extent otherwise permitted by Section 4.2), (yb) any Loans that were to have been converted on the first day of such Interest Period to LIBOR or continued as Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate or Affected BA Rate shall be converted to, to or continued as, as ABR Loans (to the extent otherwise permitted by Section 4.2) and (zc) any outstanding LIBOR Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans shall be converted, that were to have been converted on the first day of such Interest PeriodPeriod to or continued as Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate or Affected BA Rate and that are not otherwise permitted to be converted to or continued as ABR Loans by Section 4.2 shall, upon demand by the applicable Revolving Credit Lenders the Commitment Percentage of which aggregate greater than 50% of such U.S. Facility Revolving Credit Loans or Canadian Facility Revolving Credit Loans, as applicable, be immediately repaid by the applicable Borrower on the last day of the then current Interest Period with respect thereto together with accrued interest thereon or otherwise, at the option of the Parent Borrower, shall remain outstanding and bear interest at a rate which reflects, as to each of the Revolving Credit Lenders, such Revolving Credit Lender’s cost of funding such Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans, as reasonably determined by such Revolving Credit Lender, plus the Applicable Margin hereunder. If any such repayment occurs on a day which is not the last day of the then current Interest Period with respect to such affected Eurocurrency Loan, Bankers’ Acceptances or BA Equivalent Loan, the applicable Borrower shall pay to each of the applicable Revolving Credit Lenders such amounts, if any, as may be required pursuant to Section 4.12. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)Agent, no further LIBOR Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate or Affected BA Rate shall be made, made or continued as such, nor shall Borrower any of the Borrowers have the right to convert ABR Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted to Eurocurrency Loans, in which case, such alternative Bankers’ Acceptances or BA Equivalent Loans the rate of interest shall apply with respect applicable to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate the Affected Eurocurrency 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 Borrower written notice thereofAffected BA Rate.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period: event that (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining the LIBO Base Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate applicable for any requested Interest Period with respect to a proposed LIBOR Loan does Syndicated Borrowing comprised of LIBO Rate Loans requested hereunder or (ii) the Required Lenders shall have informed the Administrative Agent in writing that the LIBO Rate will not adequately and fairly reflect the cost to such Lenders of funding such LIBOR making or maintaining its LIBO Rate Syndicated Loans (in each caseduring the Interest Period, “Impacted Loans”), the Administrative Agent shall forthwith give electronic mail or telephonic notice thereof telecopy notice, confirmed in writing, of such determination to the Borrower and the Lenders as soon as practicable thereofat least one day prior to the first day of such Interest Period for such Syndicated Borrowing comprised of LIBO Rate Loans. If such notice is given, (x) any LIBOR requested Syndicated Borrowing comprised of LIBO Rate Loans requested to be made on the first day of such Interest Period shall may be made as ABR Loans, a Base Rate Borrowing if the Borrower wishes to make the Borrowing on such terms and so notifies the Administrative Agent; (y) any Loans Base Rate Borrowings that were to have been converted on the first day Converted to Syndicated Borrowings comprised of such Interest Period to LIBOR LIBO Rate Loans shall be converted to, or continued as, ABR Loans as Base Rate Borrowings and (z) any outstanding LIBOR Syndicated Borrowings comprised of LIBO Rate Loans shall be convertedConverted, on the first last day of such Interest Period, to ABR LoansBase Rate Borrowings. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify Lenders, as the Administrative Agent and case may be, no further Syndicated Borrowings comprised of LIBO Rate Loans shall be made or continued as such nor shall the Borrower that such alternative interest rate does not adequately and fairly reflect have the cost right to such Lenders Convert Base Rate Borrowings to Syndicated Borrowings comprised of funding the Impacted LIBO Rate Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereof.

Inability to Determine Interest Rate. If prior to the first day Notwithstanding any other provision of any Interest Period: this Credit Agreement, if (a) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon Borrowerabsent manifest error) that, (i) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan or (ii) by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the LIBO Base LIBOR Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan or any Alternate Base Rate Loan as to which the interest rate is determined with reference to LIBOR, or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding LIBOR Rate Loans that the Borrower has requested be outstanding as a LIBOR Rate Loan during such LIBOR Loans (in each caseInterest Period or an Alternate Base Rate Loan as to which the interest rate is determined with reference to LIBOR, “Impacted Loans”), the Administrative Agent shall forthwith give electronic mail or telephonic telephone notice thereof of such determination, confirmed in writing, to Borrower the Borrower, and the Lenders as soon as practicable thereof. If such notice is given, at least two (x2) any LIBOR Loans requested Business Days prior to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period. Unless the Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify their request regarding such LIBOR Rate Loans or Alternate Base Rate Loans as to which the interest rate is determined with reference to LIBOR, any Loans that were requested to ABR Loansbe made as LIBOR Rate Loans or Alternate Base Rate Loans as to which the interest rate is determined with reference to LIBOR shall be made as Alternate Base Rate Loans as to which the interest rate is not determined by reference to LIBOR and any Loans that were requested to be converted into or continued as LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans as to which the interest rate is not determined by reference to LIBOR. Until any such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and no further Loans shall be made as, continued as, or converted into, LIBOR Rate Loans for the Interest Periods so affected Lenders, may establish an alternative or Alternate Base Rate Loans as to which the interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by with reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofLIBOR.

Inability to Determine Interest Rate. If Subject to clauses (b), (c), (d), (e) and (f) of this Section 2.16, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Daily Simple SOFR” cannot be determined in accordance with the terms of this Agreement (solely to the extent Daily Simple SOFR is being used as an alternate rate of interest pursuant to this Section 2.16) or that Term SOFR cannot be determined in accordance with the terms of this Agreement on or prior to the first day of any Interest Period: (a) , the Administrative Agent will promptly so notify the Parent Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Parent Borrower, any obligation of the Lenders to make or continue Term SOFR Loans or to convert ABR Loans to Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or, in the case of a Term SOFR Borrowing, the affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the applicable Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or, in the case of a Term SOFR Borrowing, the affected Interest Periods) or, failing that, such Borrower will be deemed to have determined converted any such request into a request for a Borrowing of or conversion to, at the option of such Borrower, (x) Daily Simple SOFR Loans (if available) or (y) if Daily Simple SOFR Loans are not available, ABR Loans, in each case, in the amount specified therein or, failing that, in the case of any request for an affected Term SOFR Borrowing, then such request shall be ineffective and (ii) any outstanding affected Term SOFR Loans denominated in Dollars will be deemed to have been converted into, at the option of such Borrower, (x) Daily Simple SOFR Loans (if available) or (y) if Daily Simple SOFR Loans are not available, ABR Loans. Upon any such conversion, such Borrower shall also pay any additional amounts required pursuant to Section 2.20 of this Agreement. If the Administrative Agent determines (which determination shall be conclusive and binding upon Borrowerabsent manifest error) thatthat “Daily Simple SOFR” cannot be determined in accordance with the terms of this Agreement (solely to the extent Daily Simple SOFR is being used as an alternate rate of interest pursuant to this Section 2.16) or “Term SOFR” cannot be determined in accordance with the terms of this Agreement, in each case on any given day, the interest rate on ABR Loans shall be determined by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Base Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available without reference to the Required Lenders in the London interbank market or clause (c) of the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders definition of funding such LIBOR Loans (in each case, “Impacted Loans”), Administrative Agent shall give electronic mail or telephonic notice thereof to Borrower and the Lenders as soon as practicable thereof. If such notice is given, (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) ABR” until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofdetermination.

Inability to Determine Interest Rate. If prior to Notwithstanding any other provision of this Agreement, if (i) the first day of any Interest Period: (a) Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon Borrowerabsent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the LIBO Base LIBOR Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan or any Base Rate Loan as to which the interest rate is determined with reference to LIBOR, or (ii) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding LIBOR Rate Loans that the Borrower has requested be outstanding as a LIBOR Rate Loan during such LIBOR Loans (in each caseInterest Period or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR, “Impacted Loans”), the Administrative Agent shall forthwith give electronic mail or telephonic telephone notice thereof of such determination, confirmed in writing, to Borrower the Borrower, and the Lenders as soon as practicable thereof. If such notice is given, (x) any LIBOR Loans requested at least two Business Days prior to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period. Unless the Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that they wish to rescind or modify their request regarding such LIBOR Rate Loans or Base Rate Loans as to which the interest rate is determined with reference to LIBOR, any Loans that were requested to ABR Loansbe made as LIBOR Rate Loans or Base Rate Loans as to which the interest rate is determined with reference to LIBOR shall be made as Base Rate Loans as to which the interest rate is not determined by reference to LIBOR and any Loans that were requested to be converted into or continued as LIBOR Rate Loans shall remain as or be converted into Base Rate Loans as to which the interest rate is not determined by reference to LIBOR. Until any such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and no further Loans shall be made as, continued as, or converted into, LIBOR Rate Loans for the Interest Periods so affected Lenders, may establish an alternative or Base Rate Loans as to which the interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by with reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofLIBOR.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: Agent determines that (a) Administrative Agent shall have determined (which determination shall be conclusive and binding upon Borrower) that, by reason quotations of circumstances affecting interest rates for the relevant marketdeposits are not being provided in the relevant amounts or for the relevant maturities for purposes of determining the interest rate on a Eurodollar Advance as provided in this Agreement, adequate and reasonable means do not exist for ascertaining the LIBO Base Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect interest rates applicable to a proposed LIBOR Loan does Eurodollar Advance do not adequately and fairly reflect accurately cover the cost to the Bank of making, funding or maintaining Eurodollar Advances, then the Agent shall, at the Agent’s option, give notice of such Lenders circumstances to the Borrower, whereupon (i) the obligation of funding such LIBOR Loans (in each case, “Impacted Loans”), Administrative Agent shall give electronic mail or telephonic notice thereof to Borrower and the Lenders as soon as practicable thereof. If such notice is given, (x) any LIBOR Loans requested to be made on the first day of such Interest Period make Eurodollar Advances shall be made as ABR Loans, (y) any Loans suspended until the Agent notifies the Borrower that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease the suspension no longer exist, and (ii) the Borrower shall repay in full the then outstanding principal amount of each Eurodollar Rate Advance, together with accrued interest, on the last day of the then current Interest Period applicable to exist)the Eurodollar Advance, no further LIBOR Loans provided, however, that, subject to the terms and conditions of this Agreement and the other Loan Documents, the Borrower shall be made, or continued as such, nor shall Borrower have entitled to simultaneously replace the right entire outstanding balance of any Eurodollar Advance repaid in accordance with this section with an Advance bearing interest at the CB Floating Rate plus the Applicable Margin for CB Floating Rate Advances in the same amount. If the Agent determines on any day that quotations of interest rates for the relevant deposits referred to convert Loans to, LIBOR Loans. Notwithstanding in the foregoing, if there definition of Adjusted One Month Eurodollar Rate are Impacted Loans as not being provided above, for purposes of determining the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate on any CB Floating Rate Advance on any day, then each CB Floating Rate Advance shall bear interest at the Prime Rate plus the Applicable Margin for CB Floating Rate Advances until the Agent determines that quotations of interest rates for the Impacted Loans, relevant deposits referred to in which case, such alternative rate the definition of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofAdjusted One Month Eurodollar Rate are being provided.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the LIBO Base Eurodollar Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market Period, or (c) the Required Lenders determine that the LIBO Eurodollar Rate determined or to be determined for any requested such Interest Period with respect to a proposed LIBOR Loan does will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of funding making or maintaining their affected Loans during such LIBOR Loans Interest Period, then, in any such case (in each case, “Impacted Loans”a), (b) or (c), the Administrative Agent shall give electronic mail or telephonic notice thereof to promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereofthereafter. If Any such notice is givendetermination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (x) any LIBOR Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the Revolving Facility that were to have been converted on the first day of such Interest Period to LIBOR Eurodollar Loans shall be converted to, or continued as, as ABR Loans and (z) any outstanding LIBOR Eurodollar Loans under the Revolving Facility shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)Agent, no further LIBOR Eurodollar Loans under the relevant Facility shall be made, made or continued as such, nor shall the Borrower have the right to convert Loans to, LIBOR under the relevant Facility to Eurodollar Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereof.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , the Administrative Agent or the Required Lenders (after consultation with the Administrative Agent) shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurocurrency Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the LIBO Eurocurrency Base Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market Period, or (c) the Required Lenders determine that the LIBO Eurocurrency Base Rate determined or to be determined for any requested such Interest Period with respect to a proposed LIBOR Loan does will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of funding making or maintaining their affected Loans during such LIBOR Loans Interest Period, then, in any such case (in each case, “Impacted Loans”a), (b) or (c), the Administrative Agent shall give electronic mail or telephonic notice thereof to promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereofthereafter. If Any such notice is givendetermination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (x) any LIBOR Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to LIBOR Eurocurrency Loans shall be converted to, or continued as, as ABR Loans and (z) any outstanding LIBOR Eurocurrency Loans under the relevant Facility shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)Agent, no further LIBOR Eurocurrency Loans under the relevant Facility shall be made, made or continued as such, nor shall the Borrower have the right to convert Loans to, LIBOR under the relevant Facility to Eurocurrency Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereof.

Inability to Determine Interest Rate. If prior to Notwithstanding any other provision of this Credit Agreement, if (i) the first day of any Interest Period: (a) Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon Borrowerabsent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the LIBO Base Rate LIBOR for such Interest Period Period, or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (cii) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBO LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding LIBOR Rate Loans that a Borrower has requested be outstanding as a LIBOR Tranche during such LIBOR Loans (in each caseInterest Period, “Impacted Loans”), the Administrative Agent shall forthwith give electronic mail or telephonic telephone notice thereof of such determination, confirmed in writing, to Borrower such Borrower, and the Lenders as soon as practicable thereofat least two Business Days prior to the first day of such Interest Period. If such notice is given, given (xa) any LIBOR Foreign Currency Loans requested to be made on the first day of such Interest Period shall be made made, at the sole option of the applicable Borrower, in Dollars as ABR LoansAlternate Base Rate Loans or such request shall be cancelled, (yb) any affected LIBOR Rate Loans requested to be made on the first day of such Interest Period shall be made, at the sole option of the applicable Borrower, in Dollars as Alternate Base Rate Loans and (c) any affected Loans that were to have been converted on the first day of such Interest Period to or continued as LIBOR Rate Loans shall be converted toto or continued, or continued asat the sole option of the applicable Borrower, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR in Dollars as Alternate Base Rate Loans. Until any such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lendersno further Loans shall be made as, may establish an alternative interest rate continued as, or converted into, LIBOR Rate Loans for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofInterest Periods so affected.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period: (a) Administrative Agent event that the Bank shall have determined (which determination shall be conclusive and binding upon Borrowerthe Co-Borrowers) that, by reason of circumstances affecting the relevant London interbank market, adequate and reasonable means do not exist for ascertaining the LIBO Base Rate for such Interest Period or (bReserve Adjusted Libor applicable pursuant to Section 3.01(b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to (a) the making of an LIBOR Loan, (b) a proposed LIBOR Loan does not adequately and fairly reflect that will result from the cost requested conversion of a Prime Rate Loan into a LIBOR Loan, or (c) the continuation of a LIBOR Loan beyond the expiration of the then current Interest Period with respect thereto, the Bank shall forthwith give notice of such determination, confirmed in writing, to such Lenders of funding the Co-Borrowers at least one Business Day prior to, as the case may be, the requested Borrowing Date for such LIBOR Loans (in each caseLoan, “Impacted Loans”), Administrative Agent shall give electronic mail the conversion date of such Prime Rate Loan or telephonic notice thereof to Borrower and the Lenders as soon as practicable thereoflast day of such Interest Period. If such notice is given, given (xa) any LIBOR Loans requested Loan that was to be have been made on the first day of such Interest Period shall be made as ABR Loansa Prime Rate Loan, (yb) any Loans Prime Rate Loan that were was to have been converted on the first day of such Interest Period to a LIBOR Loans Loan shall be converted to, or continued as, ABR Loans as a Prime Rate Loan and (zc) any outstanding LIBOR Loans Loan shall be converted, on the first last day of such the then current Interest PeriodPeriod with respect thereto, to ABR Loansa Prime Rate Loan. Until such notice has been withdrawn by Administrative Agent (the Bank, which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans of withdrawal shall be madegiven promptly after the Bank determines that such conditions no longer exist, or continued as such, nor the Co-Borrowers shall Borrower not have the right to convert Loans to, request a LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest Loan 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 convert a Prime Rate Loan to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofa LIBOR Loan.

Inability to Determine Interest Rate. If prior to Notwithstanding any other provision of this Credit Agreement, if (i) the first day of any Interest Period: (a) Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon Borrowerabsent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the LIBO Base Rate LIBOR for such Interest Period Period, or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (cii) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBO LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding LIBOR Rate Loans that a Borrower has requested be outstanding as a LIBOR Tranche during such LIBOR Loans (in each caseInterest Period, “Impacted Loans”), the Administrative Agent shall forthwith give electronic mail or telephonic telephone notice thereof of such determination, confirmed in writing, to Borrower such Borrower, and the Lenders as soon as practicable thereofat least two Business Days prior to the first day of such Interest Period. If such notice is given, given (xa) any LIBOR Foreign Currency Loans requested to be made on the first day of such Interest Period shall be made made, at the sole option of the applicable Borrower, in Dollars as ABR LoansAlternate Base Rate Loans or such request shall be cancelled, (yb) any affected LIBOR Rate Loans that were requested to have been converted be made on the first day of such Interest Period to LIBOR Loans shall be converted tomade, or continued asat the sole option of the applicable Borrower, ABR in Dollars as Alternate Base Rate Loans and (zc) any outstanding LIBOR affected Loans shall be converted, that on the first day of such Interest PeriodPeriod were to have been converted to or continued as LIBOR Rate Loans shall be converted to or continued, to ABR at the sole option of the applicable Borrower, in Dollars as Alternate Base Rate Loans. Until any such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lendersno further Loans shall be made as, may establish an alternative interest rate continued as, or converted into, LIBOR Rate Loans for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofInterest Periods so affected.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , the Administrative Agent or the Canadian Agent, as applicable, shall have determined (which determination shall be conclusive and binding upon Borrowereach of the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Base Eurocurrency Rate with respect to any Eurocurrency Loan (the “Affected Eurocurrency Rate”) or the BA Rate (the “Affected BA Rate”) with respect to any Bankers’ Acceptance or BA Equivalent Loans for such Interest Period or (b) Period, the Administrative Agent shall have received notice from or the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (in each caseCanadian Agent, “Impacted Loans”)as applicable, Administrative Agent shall give electronic mail telecopy or telephonic notice thereof to the Borrower Representative and the Lenders as soon as practicable thereofthereafter. If such notice is given, given (xa) any LIBOR Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans the rate of interest applicable to which is based on the Affected Eurocurrency Rate or the Affected BA Rate, as applicable, requested to be made on the first day of such Interest Period shall be made as ABR Loans, (yb) any Loans that were to have been converted on the first day of such Interest Period to LIBOR or continued as Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans the rate of interest applicable to which is based on the Affected Eurocurrency Rate or the Affected BA Rate, as applicable, shall be converted to, to or continued asas ABR Loans, ABR (c) as to the Swing Line Lender, as the case may be, such Lender’s cost of funding such Eurocurrency Loans or as reasonably determined by such Lender, plus the Applicable Margin hereunder and (zd) any outstanding LIBOR Eurocurrency Loans, Bankers’ Acceptances or, BA Equivalent Loans shall be converted, that were to have been converted on the first day of such Interest PeriodPeriod to or continued as Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate or Affected BA Rate and that are not otherwise permitted to be converted to or continued as ABR Loans by subsection 4.2 shall, upon demand by the Lenders the Commitment Percentage of which aggregate greater than 50.0% of such U.S. Facility Revolving Credit Loan or Canadian Facility Revolving Credit Loan, as applicable, be immediately repaid by the applicable Borrower on the last day of the then current Interest Period with respect thereto together with accrued interest thereon or otherwise, at the option of the Borrower Representative, shall remain outstanding and bear interest at a rate which reflects, as to each of the Lenders, such Lender’s cost of funding such Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans as reasonably determined by such Lender, plus the Applicable Margin hereunder. If any such repayment occurs on a day which is not the last day of the then current Interest Period with respect to such affected Eurocurrency Loan, Bankers’ Acceptances or BA Equivalent Loan, the applicable Borrower shall pay to each of the Lenders such amounts, if any, as may be required pursuant to subsection 4.12. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)Agent, no further LIBOR Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate or Affected BA Rate shall be made, made or continued as such, nor shall Borrower any of the Borrowers have the right to convert ABR Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted to Eurocurrency Loans, in which case, such alternative Bankers’ Acceptances or BA Equivalent Loans the rate of interest shall apply with respect applicable to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate the Affected Eurocurrency 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 Borrower written notice thereofAffected BA Rate.

Inability to Determine Interest Rate. If prior to the first day Notwithstanding any other provision of any Interest Period: this Credit Agreement, if (a) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon Borrowerabsent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the LIBO Base Rate LIBOR for such Interest Period Period, or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount shall reasonably determine (which determination shall be conclusive and for the relevant Interest Period available to the Required Lenders in the London interbank market or (cbinding absent manifest error) the Required Lenders determine that the LIBO LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding LIBOR Rate Loans that the Borrower has requested be outstanding as a LIBOR tranche during such LIBOR Loans (in each caseInterest Period, “Impacted Loans”), the Administrative Agent shall forthwith give electronic mail or telephonic telephone notice thereof of such determination, confirmed in writing, to Borrower the Borrower, and the Lenders as soon as practicable thereof. If such notice is given, (x) any LIBOR Loans requested at least two Business Days prior to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period. Unless the Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify its request regarding such LIBOR Rate Loans, any Loans that were requested to ABR be made as LIBOR Rate Loans shall be made as Alternate Base Rate Loans and any Loans that were requested to be converted into or continued as LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower it being acknowledged and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) agreed that the Administrative Agent or the Required Lenders notify Lenders, as applicable, shall give prompt notice to the Borrower or the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect Agent, as applicable, when the cost conditions which gave rise to such Lenders of funding the Impacted Loansdetermination made pursuant to Section 2.13(a) or (b) shall no longer be applicable) no further Loans shall be made as, continued as, or (3) any Lender determines that any Law has made it unlawfulconverted into, or that any Governmental Authority has asserted that it is unlawful, LIBOR Rate Loans for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofInterest Periods so affected.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Base Eurocurrency Rate with respect to any Eurocurrency Loan (the “Affected Rate”) for such Interest Period or (b) Administrative Agent shall have received notice from Period, the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (in each case, “Impacted Loans”), Administrative Agent shall give electronic mail telecopy or telephonic notice thereof to the Borrower Representative and the Lenders as soon as practicable thereofthereafter. If such notice is given, given (xa) any LIBOR Eurocurrency Loans the rate of interest applicable to which is based on the Affected Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans, (yb) any Loans that were to have been converted on the first day of such Interest Period to LIBOR or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Rate shall be converted to, to or continued asas ABR Loans, ABR (c) as to the Swing Line Lender, as the case may be, such Lender’s cost of funding such Eurocurrency Loans or as reasonably determined by such Lender, plus the Applicable Margin hereunder and (zd) any outstanding LIBOR Eurocurrency Loans shall be converted, that are Revolving Loans that were to have been converted on the first day of such Interest PeriodPeriod to or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Rate and that are not otherwise permitted to be converted to or continued as ABR Loans by subsection 4.2 shall, upon demand by the Lenders the Commitment Percentage of which aggregate greater than 50%, be immediately repaid by the applicable Borrower on the last day of the then current Interest Period with respect thereto together with accrued interest thereon or otherwise, at the option of the Borrower Representative, shall remain outstanding and bear interest at a rate which reflects, as to ABR each of the Lenders, such Lender’s cost of funding such Eurocurrency Loans, as reasonably determined by such Lender, plus the Applicable Margin hereunder. If any such repayment occurs on a day which is not the last day of the then current Interest Period with respect to such affected Eurocurrency Loan, the applicable Borrower shall pay to each of the Lenders such amounts, if any, as may be required pursuant to subsection 4.12. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)Agent, no further LIBOR Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Rate shall be made, made or continued as such, nor shall Borrower any of the Borrowers have the right to convert ABR Loans to, LIBOR Loans. Notwithstanding to Eurocurrency Loans the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect applicable to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofAffected Rate.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: (a, or as applicable, on any day on which an ABR Loan bearing interest determined by reference to the Eurodollar Rate is outstanding) the Administrative Agent or the Required Lenders shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan, a request for an ABR Loan to bear interest with reference to the Eurodollar Rate, or a conversion to or a continuation of either of the foregoing that, by reason of circumstances affecting the relevant market, (i) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (ii) adequate and reasonable means do not exist for ascertaining the LIBO Base Eurodollar Rate for such Interest Period Period, or (biii) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and Eurodollar Rate determined or to be determined for the relevant such Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Loan does will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of funding making or maintaining their affected Loans during such LIBOR Loans Interest Period, then, in any such case (in each case, “Impacted Loans”i), (ii) or (iii), the Administrative Agent shall give electronic mail or telephonic notice thereof to promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereofthereafter. If Any such notice is givendetermination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (xw) any LIBOR Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (x) any such requested ABR Loans which were to have utilized a Eurodollar Rate component in determining the ABR shall not utilize a Eurodollar Rate component in determining the ABR applicable to such requested ABR Loan, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Eurodollar Loans shall be converted to, or continued as, as ABR Loans and (z) any outstanding LIBOR Eurodollar Loans shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)Agent, no further LIBOR Eurodollar Loans shall be made, made or continued as such, nor shall the Borrower have the right to convert Loans toto Eurodollar Loans, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any utilization of the foregoing and provides Eurodollar Rate component in determining the Administrative Agent and Borrower written notice thereofABR shall be suspended.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) [Reserved] (b) The following provisions in this clause (b) apply with respect to all Loans: (1) If in connection with any request for a Term SOFR Loan or a conversion of ABR Loans to Term SOFR Loans or a continuation of any of such Loans, as applicable, (i) the Administrative Agent shall have determined determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate has been determined in accordance with Section 2.14(b)(1), and binding upon Borrowerthe circumstances under clause (i) thatof Section 2.14(b)(1) or the Scheduled Unavailability Date has occurred, by reason of circumstances affecting the relevant market, or (B) adequate and reasonable means do not otherwise exist for ascertaining the LIBO Base Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate determining Term SOFR for any requested Interest Period with respect to a proposed LIBOR Term SOFR Loan or in connection with an existing or proposed ABR Loan, or (ii) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Loan does not adequately and fairly reflect the cost to such - 53- Lenders of funding such LIBOR Loans Loan (in each casethe case of the Required Lenders, “Impacted Loans”as conclusively certified by such Lenders), the Administrative Agent shall give electronic mail or telephonic notice thereof to will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders as soon as practicable thereofto make or maintain Term SOFR Loans, or to convert ABR Loans to Term SOFR Loans, shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 2.14(b)(1), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. If Upon receipt of such notice is givennotice, (xi) the Borrower may revoke any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as ABR Loanspending request for a Borrowing of, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted or conversion to, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day continuation of such Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Term SOFR Loans (to the extent Borrower does not elect of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to maintain have converted such Impacted request into a request for a Committed Borrowing of ABR Loans as in the amount specified therein and (ii) any outstanding Term SOFR Loans shall be deemed to have been converted to ABR LoansLoans immediately at the end of their respective applicable Interest Period. (c) until (1) Replacement of Term SOFR or Successor Rate. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent revokes the notice delivered with respect to the Impacted Loans determines (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to existdetermination shall be conclusive absent manifest error), (2) the Administrative Agent or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (1) adequate and Borrower that reasonable means do not exist for ascertaining one month, three month and six month interest periods of Term SOFR, including, without limitation, because the Term SOFR Screen Rate is not available or published on a current basis and such alternative circumstances are unlikely to be temporary; or (2) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available, or permitted to be used for determining the interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted LoansU.S. dollar denominated syndicated loans, or shall or will otherwise cease, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide such interest periods of Term SOFR after such specific date (3) any Lender determines that any Law has made it unlawfulthe latest date on which one month, three month and six month interest periods of Term SOFR or that any Governmental Authority has asserted that it is unlawfulthe Term SOFR Screen Rate are no longer available permanently or indefinitely, for such Lender or its applicable Lending Office to makethe “Scheduled Unavailability Date”); then, maintain or fund Loans whose interest is on a date and time determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.(any such date, the “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any Loan Document with Daily Simple SOFR for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “Successor Rate). If the Successor Rate is Daily Simple SOFR, all interest payments will be payable on a monthly basis. - 54-

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: (a) , the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant marketmarket or the Eurodollar Rate is otherwise unavailable, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the LIBO Base Eurodollar Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market Period, or (c) the Required Lenders determine that the LIBO Eurodollar Rate determined or to be determined for any requested such Interest Period with respect to a proposed LIBOR Loan does will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of funding making or maintaining their affected Loans during such LIBOR Loans Interest Period, then, in any such case (in each case, “Impacted Loans”a), (b) or (c), the Administrative Agent shall give electronic mail or telephonic notice thereof to promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereofthereafter. If Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, until such notice is givenhas been withdrawn by the Administrative Agent, (x) any LIBOR Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to LIBOR Eurodollar Loans shall be converted to, or continued as, as ABR Loans and (z) any outstanding LIBOR Eurodollar Loans under the relevant Facility shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)Agent, no further LIBOR Eurodollar Loans under the relevant Facility shall be made, made or continued as such, nor shall the Borrower have the right to convert Loans to, LIBOR under the relevant Facility to Eurodollar Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereof.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Base Eurocurrency Rate with respect to any Eurocurrency Loan (the “Affected Rate”) for such Interest Period or (b) Administrative Agent shall have received notice from Period, the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (in each case, “Impacted Loans”), Administrative Agent shall give electronic mail telecopy or telephonic notice thereof to the Borrower Representative and the Lenders as soon as practicable thereofthereafter. If such notice is given, given (xa) any LIBOR Eurocurrency Loans the rate of interest applicable to which is based on the Affected Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans, (yb) any Loans that were to have been converted on the first day of such Interest Period to LIBOR or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Rate shall be converted to, to or continued asas ABR Loans, ABR (c) as to the Swing Line Lender, as the case may be, such Lender’s cost of funding such Eurocurrency Loans or as reasonably determined by such Lender, plus the Applicable Margin hereunder and (zd) any outstanding LIBOR Eurocurrency Loans shall be converted, that are Revolving Loans that were to have been converted on the first day of such Interest PeriodPeriod to or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Rate and that are not otherwise permitted to be converted to or continued as ABR Loans by subsection 4.2 shall, upon demand by the Lenders the Revolving Commitment Percentage of which aggregate greater than 50%, be immediately repaid by the applicable Borrower on the last day of the then current Interest Period with respect thereto together with accrued interest thereon or otherwise, at the option of the Borrower Representative, shall remain outstanding and bear interest at a rate which reflects, as to ABR each of the Lenders, such Lender’s cost of funding such Eurocurrency Loans, as reasonably determined by such Lender, plus the Applicable Margin hereunder. If any such repayment occurs on a day which is not the last day of the then current Interest Period with respect to such affected Eurocurrency Loan, the applicable Borrower shall pay to each of the Lenders such amounts, if any, as may be required pursuant to subsection 4.12. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)Agent, no further LIBOR Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Rate shall be made, made or continued as such, nor shall Borrower any of the Borrowers have the right to convert ABR Loans to, LIBOR Loans. Notwithstanding to Eurocurrency Loans the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect applicable to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofAffected Rate.

Inability to Determine Interest Rate. If (a) In the event, and on each occasion, that on the day two Business Days prior to the first day commencement of any Interest Period: (a) Period for a Eurocurrency Borrowing of any Type, the Administrative Agent shall have determined (that Dollar deposits or deposits in the Alternative Currency in which determination shall such Borrowing is to be conclusive and binding upon Borrower) that, by reason denominated in the principal amounts of circumstances affecting the relevant Loans comprising such Borrowing are not generally available in the London interbank market, adequate and or that reasonable means do not exist for ascertaining the LIBO Base Rate for such Interest Period or (b) EURIBO Rate, and the Administrative Agent shall have received determined that none of the circumstances in clauses (i) and (ii) of Section 1.09(a) apply, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available of such determination to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (in each case, “Impacted Loans”), Administrative Agent shall give electronic mail or telephonic notice thereof to applicable Borrower and the Lenders as soon as practicable thereof. If such notice is givenand, (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which until the Administrative Agent agrees to do if shall have advised the applicable Borrower and the Lenders that the circumstances giving rise to such notice cease no longer exist, (i) any request by a Borrower for a Eurocurrency Competitive Borrowing pursuant to exist), no further LIBOR Loans Section 2.06 shall be made, of no force or continued as such, nor effect and shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, be denied by the Administrative Agent, in consultation with (ii) any request by a Borrower and for a Eurocurrency Term Borrowing, Eurocurrency Standby Borrowing of the affected LendersType or in the affected currency shall be deemed to be a request for a Base Rate Borrowing denominated in Dollars and (iii) any Interest Election Request that requests the conversion of any Standby Borrowing and/or Term Borrowing to, may establish an alternative or continuation of any Standby Borrowing or Term Borrowing, as applicable, as, a Eurocurrency Borrowing shall be ineffective, and unless repaid such Borrowing shall be converted to or continued on the last day of the Interest Period applicable thereto (A) if such Borrowing is denominated in Dollars, as a Base Rate Borrowing, or (B) if such Borrowing is denominated in any Alternative Currency, as a Borrowing bearing interest at such rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not shall determine adequately and fairly reflect reflects the cost to the affected Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, Borrowing for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on Interest Period (which shall at no time be less than 0.001.00% per annum) plus the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofApplicable Margin.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period: (a) Administrative Agent event that the Reference Banks shall have reasonably determined (which determination shall be conclusive and binding upon Borrowerthe Sterling Subsidiary Borrowers absent manifest error) that, that by reason of circumstances affecting the relevant interbank eurocurrency market, adequate and reasonable means do not exist for ascertaining the LIBO Base LIBOR Rate applicable pursuant to subsection 2.12(a) for any Interest Period if at the time that the Sterling Administrative Agent shall seek to determine the Reference Rate less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the LIBOR Rate for such Interest Period or LIBOR Loan, in each case, with respect to (a) a proposed Sterling Loan that has been requested be made as a LIBOR Loan, (b) Administrative Agent shall have received notice a LIBOR Loan that will result from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market requested conversion of a Reference Rate Loan into a LIBOR Loan or (c) the Required Lenders determine that continuation of LIBOR Loans beyond the LIBO Rate for any requested expiration of then current Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect thereto, the cost to such Lenders of funding such LIBOR Loans (in each case, “Impacted Loans”), Sterling Administrative Agent shall forthwith give electronic mail telecopy or telephonic notice thereof of such determination, confirmed in writing, to Borrower the relevant Sterling Subsidiary Borrowers and the Sterling Lenders at least one Business Day (U.K.) prior to, as soon as practicable thereofthe case may be, the requested Borrowing Date (U.K.) for such LIBOR Loan, the conversion date of such Reference Rate Loan or the last day of such Interest Period. If such notice is given, given (xi) any requested LIBOR Loans requested to be made on the first day of such Interest Period Loan shall be made as ABR Loansa Reference Rate Loan, (yii) any Loans Reference Rate Loan that were was to have been converted on the first day of such Interest Period to a LIBOR Loans Loan shall be converted tocontinued as a Reference Rate Loan, or continued as, ABR Loans and (ziii) any outstanding LIBOR Loans Loan shall be converted, on the first last day of then current Interest Period with respect thereto, to a Reference Rate Loan and (iv) the LIBOR Rate for such Interest PeriodPeriod for any affected LIBOR Loans shall bear interest for such Interest Period at a rate determined by the Sterling Administrative Agent in its in its sole discretion after consultation with the Borrower and consented to in writing by the Required Lenders; provided, however, that until such time as the aforesaid rate shall be determined and so consented to ABR Loansby the Required Lenders, Sterling Loans shall not be available. Until such notice has been withdrawn by the Sterling Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)Agent, no further LIBOR Loans shall be made, or continued as such, made nor shall Borrower the Sterling Subsidiary Borrowers have the right to convert Loans to, a Reference Rate Loan to a LIBOR LoansLoan. Notwithstanding Such notice shall be withdrawn by the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Sterling Administrative Agent revokes when the notice delivered with respect to the Impacted Loans (which the Sterling Administrative Agent agrees to do if shall reasonably determine that adequate and reasonable means exist for ascertaining the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofLIBOR Rate.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) If (i) the Administrative Agent shall have determined determines that (which determination shall be conclusive A) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and binding upon BorrowerInterest Period of such Eurodollar Loan, or (B) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining determining the LIBO Base Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Eurodollar Rate for any requested Interest Period with respect to a proposed LIBOR Eurodollar Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (i) (A) above, “Impacted Loans”), or (ii) the Administrative Agent or the Required Lenders determine that for any reason 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 LIBOR Loans (in each caseEurodollar Loan, “Impacted Loans”), the Administrative Agent shall give electronic mail or telephonic notice thereof to Borrower will promptly so notify the Borrowers and the Lenders as soon as practicable thereofeach Lender. If such notice is given, (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as ABR LoansThereafter, (y) any Loans that were the obligation of the Lenders to have been converted on the first day of such Interest Period to LIBOR make or maintain Eurodollar Loans shall be converted tosuspended (to the extent of the affected Eurodollar Loans or Interest Periods), or continued as, ABR Loans and (z) any outstanding LIBOR Loans in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be convertedsuspended, on the first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which in each case until the Administrative Agent agrees upon the instruction of the Required Lenders revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for a borrowing of, conversion to do if or continuation of Eurodollar Loans (to the circumstances giving rise extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such notice cease request into a request for a borrowing of Base Rate Loans (subject to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have clause (z) above) in the right to convert Loans to, LIBOR Loansamount specified therein. Notwithstanding the foregoing, unless Section 3.10(b) is applicable, if there are Impacted Loans as provided abovethe Administrative Agent has made the determination described in clause (i) (A) of this section, the Administrative Agent, in consultation with Borrower the Borrowers and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (which i) of the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist)first sentence of this section, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower the Borrowers that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office lending office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower the Borrowers written notice thereof.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , the Administrative Agent shall have determined (which determination shall be conclusive and binding upon Borrowereach of the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Base Eurocurrency Rate with respect to any Eurocurrency Loan (the "Affected Eurocurrency Rate") for such Interest Period or (b) Administrative Agent shall have received notice from Period, the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (in each case, “Impacted Loans”), Administrative Agent shall give electronic mail telecopy or telephonic notice thereof to the Parent Borrower and the Lenders as soon as practicable thereofthereafter. If such notice is given, given (xa) any LIBOR Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans, (yb) any outstanding Loans that were to have been converted on the first day of such Interest Period to LIBOR or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate shall be converted to, to or continued asas ABR Loans, ABR Loans and (zc) any outstanding LIBOR Eurocurrency Loans that were to have been converted on the first day of such Interest Period to or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate shall be converted, on the first day of such Interest Period, to ABR Loans, (d) any Eurocurrency Loans denominated in any Designated Foreign Currency requested to be made on the first day of such Interest Period shall be made at a rate of interest which reflects the cost to the Lenders of obtaining funds of the type utilized to fund such Loan to the Borrower hereunder in the local market for the period during which such Loan is outstanding (the "Cost of Funds") plus the Applicable Margin in effect at such time with respect to Eurocurrency Loans, and (e) any outstanding Eurocurrency Loans denominated in any Designated Foreign Currency shall be converted, on the last day of the then current Interest Period, to Loans which bear interest based on the Cost of Funds plus the Applicable Margin in effect at such time with respect to Eurocurrency Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)Agent, no further LIBOR Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate shall be made, made or continued as such, nor shall Borrower any of the Borrowers have the right to convert ABR Loans to, LIBOR Loans. Notwithstanding to Eurocurrency Loans the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect applicable to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofAffected Eurocurrency Rate.

Inability to Determine Interest Rate. If prior to the first ------------------------------------ day of any Interest Period: (a) Administrative Agent shall have determined (which determination shall be conclusive and binding upon Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO LIBOR Base Rate for such Interest Period Period, or (b) Administrative Agent shall have received notice from the Required Majority Lenders that Dollar deposits are not available in the relevant amount and LIBOR Base Rate determined or to be determined for the relevant such Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Loan does will not adequately and fairly reflect the cost to such Lenders (or any affiliate of funding any such LIBOR Lender from which such Lender customarily obtains funds) (as conclusively certified by such Lenders) of making or maintaining their affected Loans (in each case, “Impacted Loans”)during such Interest Period, Administrative Agent shall give electronic mail telecopy or telephonic notice thereof to Borrower and the Lenders as soon as practicable thereofthereafter. If such notice is given, given (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted Converted on the first day of such Interest Period to LIBOR Loans shall be converted to, or continued as, Continued as ABR Loans and (z) any outstanding LIBOR Loans that were to have been Continued as such for such Interest Period shall be convertedConverted, on the first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)Agent, no further LIBOR Loans shall be made, made or continued Continued as such, nor shall Borrower have the right to convert Convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereof.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Base Eurocurrency Rate with respect to any Loan the interest rate of which is determined by reference to the Eurocurrency Rate (the “Affected Eurocurrency Rate”) for such Interest Period or (b) Administrative Agent shall have received notice from Period, the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (in each case, “Impacted Loans”), Administrative Agent shall give electronic mail telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereofthereafter. If such notice is given, given (xa) any LIBOR Eurocurrency Loans denominated in Dollars the rate of interest applicable to which is based on the Affected Eurocurrency Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans, Base Rate Loans and (yb) any outstanding Loans denominated in Dollars, as applicable, that were to have been converted on the first day of such Interest Period to LIBOR or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate shall be converted to or continued as Base Rate Loans, in each case, the interest rate on which Base Rate Loans shall be converted to, or continued as, ABR Loans and (z) determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate in the event of a determination with respect to the Eurocurrency Rate component of the Base Rate. If any outstanding LIBOR Loans shall be converted, such repayment occurs on a day which is not the first last day of the then current Interest Period with respect to such Interest Periodaffected Eurocurrency Loan, the Borrower shall pay to ABR Loanseach of the Lenders such amounts, if any, as may be required pursuant to subsection 4.10. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)Agent, no further LIBOR Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate shall be made, made or continued as such, nor shall the Borrower have the right to convert Base Rate Loans toto Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate, LIBOR Loansand the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended. Posting Version 12/7/17 Notwithstanding the foregoing, if there are Impacted Loans as provided abovethe Administrative Agent has made the determination described in this section, the Administrative Agent, in consultation with the Borrower and the affected Required Lenders, may establish an alternative interest rate for Loans the Impacted Loansrate of interest applicable to which is based upon the Affected Eurocurrency Rate, in which case, such alternative rate of interest shall apply with respect to the Impacted such Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to such Loans under the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist)first sentence of this subsection, (2) the Administrative Agent or notifies the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted such Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Interest Rate. If Subject to Section 2.20, if on or prior to the first day of any Interest Period: , (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower, absent manifest error) that, by reason of circumstances affecting the relevant market, that reasonable and adequate and reasonable means do not exist for ascertaining Adjusted Term SOFR for the LIBO Base Rate for applicable Interest Period with respect to a proposed SOFR Loan on or prior to the first day of such Interest Period Period; provided that no Benchmark Transition Event shall have occurred at such time, or (bii) the Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and Adjusted Term SOFR determined or to be determined for the relevant such Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Loan does will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders, absent manifest error) of funding making or maintaining their affected Loans during such LIBOR Loans (in each caseInterest Period, “Impacted Loans”), the Administrative Agent shall give electronic mail facsimile or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereofthereafter. If such notice is given, given (x) any LIBOR SOFR Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any ABR Loans that were to have been converted on the first day of such Interest Period to LIBOR SOFR Loans shall be converted to, or continued as, as ABR Loans and (z) any outstanding LIBOR SOFR Loans shall be converted, on the first day of such Interest Period, to ABR Loans. Until Each such notice has been withdrawn by Administrative Agent (which Lender shall promptly notify the Administrative Agent agrees upon any change in such determination of the adequacies and fairness of the Adjusted Term SOFR, and the Administrative Agent shall 22 ‌ ‌ ​ ​ promptly withdraw its notice to do if the circumstances giving rise to Borrower following receipt of such notice cease to exist)notices from the Required Lenders. Until such withdrawal by the Administrative Agent, no further LIBOR SOFR Loans shall be made, made or continued as such, nor shall the Borrower have the right to convert ABR Loans to, LIBOR to SOFR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereof.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period: (a) Administrative event that the Agent shall have determined (which determination shall be conclusive and binding upon BorrowerBorrower and the Banks) that, that by reason of circumstances affecting the relevant interbank LIBOR market, adequate and reasonable means do not exist for ascertaining the LIBO Base LIBOR Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available applicable pursuant to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate Section 2.3 for any requested Interest Period with respect to a proposed LIBOR Rate Loan that will result from a requested LIBOR Rate Loan or that such rate of interest does not adequately and fairly reflect cover the cost to such Lenders of funding such LIBOR Loans (in each caseRevolving Loan, “Impacted Loans”), Administrative the Agent shall forthwith give electronic mail or telephonic notice thereof of such determination to Borrower and not later than 1:00 P.M. San Francisco time, on the Lenders requested Borrowing date, the requested conversion date or the last day of an Interest Period of a Revolving Loan which was to have been continued as soon as practicable thereofa LIBOR Rate Loan. If such notice is given, given and has not been withdrawn (xa) any requested LIBOR Loans requested to be made on the first day of such Interest Period Rate Loan shall be made as ABR Loansa Base Rate Loan, or, at Borrower's option, such Revolving Loan shall not be made, (yb) any Loans Revolving Loan that were was to have been converted on the first day of such Interest Period to a LIBOR Loans Rate Loan, shall be converted to, or continued as, ABR Loans or converted into, a Base Rate Loan and (zc) any outstanding LIBOR Loans Rate Loan shall be converted, on the first last day of such the then current Interest PeriodPeriod with respect thereto, to ABR Loansa Base Rate Loan. Until such notice has been withdrawn by Administrative the Agent, no further LIBOR Rate Loans shall be made and Borrower shall not have the right to convert a Revolving Loan to a LIBOR Rate Loan. The Agent (which will review the Administrative circumstances affecting the London interbank market from time to time and the Agent agrees to do if will withdraw such notice at such time as it shall determine that the circumstances giving rise to such said notice cease to no longer exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereof.

Inability to Determine Interest Rate. If prior to In the first day of event that the ------------------------------------ Agent or any Interest Period: (a) Administrative Agent Lender shall have determined (which determination shall be conclusive and binding upon Borrowerthe Borrowers) that, that by reason of circumstances affecting the relevant inter bank Eurodollar market, adequate and reasonable means do not exist for ascertaining the LIBO Base Eurodollar Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available applicable pursuant to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate Section 2.3 for any requested Interest Period with respect to a proposed LIBOR Eurodollar Rate Loan that will result from a requested Eurodollar Rate Loan or that such rate of interest does not adequately and fairly reflect cover the cost to such Lenders of funding such LIBOR Loans (in each caseLoan, “Impacted Loans”), Administrative Agent shall give electronic mail or telephonic notice thereof to Borrower and the Lenders as soon as practicable thereof. If such notice is given, (x) any LIBOR Loans requested to be made on the first day result of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides is to increase the Administrative Agent and Borrower written notice thereofcost to any Lender or the Issuing Bank of making, receiving or maintaining its Revolving Commitment or Eurodollar Rate Loans or of issuing, renewing or maintaining the Letters of Credit or purchasing a participation therein, or to reduce any amount receivable thereunder (which increase or reduction shall be determined by such Lender's or the Issuing Bank's, as the case may be, reasonable allocation of the aggregate of such cost increases or reduced amounts receivable resulting from such events), then, in any such case, the Borrowers shall pay to such Lender or the Issuing Bank, as the case may be, within three (3) Business Days of its demand, any additional amounts necessary to compensate such Lender or the Issuing Bank, as the case may be, for such additional cost or reduced amount receivable as determined by such Lender or the Issuing Bank, as the case may be, with respect to this Agreement if any Lender or the Issuing Bank becomes entitled to claim any additional amounts pursuant to this Section 3.12, it shall notify the Borrowers of the event by reason of which it has become so entitled. A statement incorporating the calculation as to any additional amounts payable pursuant to the foregoing sentence submitted by the affected Lender or the Issuing Bank, as the case may be, to the Borrowers shall be conclusive in the absence of manifest error.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Base Eurocurrency Rate with respect to any Eurocurrency Loan (whether denominated in Dollars or an Alternative Currency) (the “Affected Eurocurrency Rate”) for such Interest Period or (b) Administrative Agent shall have received notice from Period, the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (in each case, “Impacted Loans”), Administrative Agent shall give electronic mail telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereofthereafter. If such notice is given, given (xa) any LIBOR Eurocurrency Loans denominated in Dollars the rate of interest applicable to which is based on the Affected Eurocurrency Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans, Base Rate Loans and (yb) any outstanding Loans denominated in Dollars, as applicable, that were to have been converted on the first day of such Interest Period to LIBOR or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate shall be converted to, to or continued as, ABR as Base Rate Loans. Any outstanding Eurodollar Loans and (z) any outstanding LIBOR Loans shall be converted, in an Alternative Currency that were to have been continued on the first day of such Interest PeriodPeriod as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate shall be immediately repaid by the Borrower on the last day of the then current Interest Period with respect thereto together with accrued interest thereon. If any such repayment occurs on a day which is not the last day of the then current Interest Period with respect to such affected Eurocurrency Loan, the Borrower shall pay to ABR Loanseach of the Revolving Credit Lenders such amounts, if any, as may be required pursuant to subsection 4.10. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)Agent, no further LIBOR Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate shall be made, made or continued as such, nor shall the Borrower have the right to convert Base Rate Loans to, LIBOR Loans. Notwithstanding to Eurocurrency Loans the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect applicable to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofAffected Eurocurrency Rate.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: (a) , the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Base Eurocurrency Rate with respect to any Eurocurrency Loan (the “Affected Rate”) for such Interest Period or (b) Administrative Agent shall have received notice from Period, the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (in each case, “Impacted Loans”), Administrative Agent shall give electronic mail or telephonic notice thereof to the Borrower Representative and the Lenders as soon as practicable thereofthereafter. If such notice is given, given (xa) any LIBOR Eurocurrency Loans the rate of interest applicable to which is based on the Affected Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans, (yb) any Loans that were to have been converted on the first day of such Interest Period to LIBOR or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Rate shall be converted to, to or continued asas ABR Loans, ABR (c) as to the Swing Line Lender, as the case may be, such Lender’s cost of funding such Eurocurrency Loans or as reasonably determined by such Lender, plus the Applicable Margin hereunder and (zd) any outstanding LIBOR Eurocurrency Loans shall be converted, that are Revolving Loans that were to have been converted on the first day of such Interest PeriodPeriod to or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Rate and that are not otherwise permitted to be converted to or continued as ABR Loans by subsection 4.2 shall, upon demand by the Lenders the Commitment Percentage of which aggregate greater than 50%, be immediately repaid by the applicable Borrower on the last day of the then current Interest Period with respect thereto together with accrued interest thereon or otherwise, at the option of the Borrower Representative, shall remain outstanding and bear interest at a rate which reflects, as to ABR each of the Lenders, such Lender’s cost of funding such Eurocurrency Loans, as reasonably determined by such Lender, plus the Applicable Margin hereunder. If any such repayment occurs on a day which is not the last day of the then current Interest Period with respect to such affected Eurocurrency Loan, the applicable Borrower shall pay to each of the Lenders such amounts, if any, as may be required pursuant to subsection 4.12. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)Agent, no further LIBOR Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Rate shall be made, made or continued as such, nor shall Borrower any of the Borrowers have the right to convert ABR Loans to, LIBOR Loans. Notwithstanding to Eurocurrency Loans the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect applicable to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofAffected Rate.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Base Eurocurrency Rate for such Interest Period Period, or (bii) the Administrative Agent shall have received notice from the Required Majority Lenders that Dollar deposits are not available in the relevant amount and Eurocurrency Rate determined or to be determined for the relevant such Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Loan does will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of funding making or maintaining their affected Loans during such LIBOR Loans (in each caseInterest Period, “Impacted Loans”), the Administrative Agent shall give electronic mail or telephonic telecopy notice thereof to the Borrower and the Lenders as soon as practicable thereofthereafter. If such notice is given, given (xw) any LIBOR Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2, the Borrower may cancel the request for such Eurodollar Loan by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (yx) any Loans denominated in Dollars that were to have been converted on the first day of such Interest Period to LIBOR Eurodollar Loans shall be converted tocontinued as ABR Loans, or continued as, ABR Loans and (zy) any outstanding LIBOR Eurodollar Loans denominated in Dollars shall be converted, on the first day of such Interest Period, to ABR LoansLoans and (z) any Loans denominated in Pounds Sterling to which such Interest Period relates shall be maintained at a rate for short-term borrowings of Pounds Sterling determined in a customary manner in good faith by the Administrative Agent. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)Agent, no further LIBOR Eurodollar Loans shall be made, made or continued as such, nor shall the Borrower have the right to convert ABR Loans to, LIBOR to Eurodollar Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loansb) until (1) If at any time the Administrative Agent revokes the notice delivered with respect to the Impacted Loans determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clauses (a)(i) or (ii) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clauses (a)(i) or (ii) above have not arisen but the supervisor for the administrator of the Eurocurrency Rate or a Governmental Authority having jurisdiction over the Administrative Agent agrees to do if has made a public statement identifying a specific date after which the circumstances giving rise to Impacted Loans cease to exist)Eurocurrency Rate shall no longer be used for determining interest rates for loans, (2) the Administrative Agent or the Required Lenders notify then the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost shall endeavor to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative establish an alternate rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereof.Eurocurrency - 36 - Active.28128860.17

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , the Administrative Agent shall have determined (which determination shall be conclusive and binding upon Borrowereach of the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Base Eurocurrency Rate with respect to any Eurocurrency Loan (the "Affected Eurocurrency Rate") for such Interest Period or (b) Administrative Agent shall have received notice from Period, the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (in each case, “Impacted Loans”), Administrative Agent shall give electronic mail telecopy or telephonic notice thereof to the Parent Borrower and the Lenders as soon as practicable thereofthereafter. If such notice is given, (xa) any LIBOR Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate requested to be made on the first day of such Interest Period shall be made as ABR LoansLoans (to the extent otherwise permitted by subsection 4.2), (yb) any Loans that were to have been converted on the first day of such Interest Period to LIBOR or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate shall be converted to, to or continued as, as ABR Loans and (zto the extent otherwise permitted by subsection 4.2), (c) any outstanding LIBOR Eurocurrency Loans shall be converted, that are Revolving Credit Loans that were to have been converted on the first day of such Interest PeriodPeriod to or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate and that are not otherwise permitted to be converted to or continued as ABR Loans by subsection 4.2 shall, upon demand by the Revolving Credit Lenders the Revolving Credit Commitment Percentage of which aggregate at least 51%, be immediately repaid by the applicable Borrower on the last day of the then current Interest Period with respect thereto together with accrued interest thereon or otherwise, at the option of the Parent Borrower, shall remain outstanding and bear interest at a rate which reflects, as to each of the Revolving Credit Lenders, such Revolving Credit Lender's cost of funding such Eurocurrency Loans, as reasonably determined by such Revolving Credit Lender, plus the Applicable Margin hereunder and (d) any outstanding Eurocurrency Loans that are Tranche A Term Loans that were to have been converted on the first day of such Interest Period to or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate and that are not otherwise permitted to be converted to or continued as ABR Loans by subsection 4.2 shall, upon demand by the Tranche A Term Loan Lenders the Tranche A Term Loan Percentage of which aggregate at least 51%, be immediately repaid by the Parent Borrower on the last day of the then current Interest Period with respect thereto together with accrued interest thereon or otherwise, at the option of the Parent Borrower, shall remain outstanding and bear interest at a rate which reflects, as to each of the Tranche A Term Loan Lenders, such Tranche A Term Loan Lender's cost of funding such Eurocurrency Loans, as reasonably determined by such Tranche A Term Loan Lender, plus the Applicable Margin hereunder. If any such repayment occurs on a day which is not the last day of the then current Interest Period with respect to such affected Eurocurrency Loan, the applicable Borrower shall pay to each of the applicable Lenders such amounts, if any, as may be required pursuant to subsection 4.12. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)Agent, no further LIBOR Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate shall be made, made or continued as such, nor shall Borrower any of the Borrowers have the right to convert ABR Loans to, LIBOR Loans. Notwithstanding to Eurocurrency Loans the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect applicable to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofAffected Eurocurrency Rate.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) If in connection with any request for a Eurocurrency Loan or a conversion to or continuation thereof, (i) the Administrative Agent shall have determined determines in its reasonable discretion that (which determination shall be conclusive A) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and binding upon BorrowerInterest Period of such Eurocurrency Loan, or (B) that, by reason of circumstances affecting the relevant market, (x) adequate and reasonable means do not exist for ascertaining determining the LIBO Base Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Eurocurrency Rate for any requested Interest Period with respect to a proposed LIBOR Eurocurrency Loan or in connection with an existing or proposed ABR Loan and (y) the circumstances described in Section 2.14(c)(i) do not apply (in each case with respect to this clause (i), “Impacted Loans”), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (in each caseEurocurrency Loan, “Impacted Loans”), the Administrative Agent shall give electronic mail or telephonic notice thereof to will promptly so notify the Borrower and the Lenders as soon as practicable thereofeach Lender. If such notice is givenThereafter, (x) any LIBOR the obligation of the Lenders to make or maintain Eurocurrency Loans requested to be made on the first day of such Interest Period shall be made as ABR Loanssuspended, (to the extent of the affected Eurocurrency Loans or Interest Periods), and (y) any Loans that were to have been converted on in the first day event of such Interest Period to LIBOR Loans shall be converted to, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on a determination described in the first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply preceding sentence with respect to the Impacted Eurocurrency Rate component of the Alternate Base Rate, the utilization of the Eurocurrency Rate component in determining the Alternate Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of Section 2.14(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides affected Eurocurrency Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Loans in the Administrative Agent and Borrower written notice thereofamount specified therein.

Inability to Determine Interest Rate. If (a) If, prior to the first day of any Interest Period: (a) , the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Base Adjusted LIBORTerm SOFR Rate with respect to any EurodollarTerm SOFR Rate Loan for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (in each case, “Impacted LoansAffected EurodollarTerm SOFR Rate”), the Administrative Agent shall give electronic mail facsimile or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereofthereafter. If such notice is given, given (xa) any LIBOR EurodollarTerm SOFR Rate Loans the rate of interest applicable to which is based on the Affected EurodollarTerm SOFR Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans, (yb) [reserved], (c) [reserved] and (d) any Loans that were to have been converted on the first day of such Interest Period to LIBOR or continued as EurodollarTerm SOFR Rate Loans in Dollars the rate of interest applicable to which is based upon the Affected EurodollarTerm SOFR Rate shall be converted to, to or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to as ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)Agent, no further LIBOR EurodollarTerm SOFR Rate Loans the rate of interest applicable to which is based upon the Affected EurodollarTerm SOFR Rate shall be made, made or continued as such, nor shall the Borrower have the right to convert ABR Loans to, LIBOR to EurodollarTerm SOFR Rate Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect applicable to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofAffected EurodollarTerm SOFR Rate.

Inability to Determine Interest Rate. If (a) If, prior to the first day of any Interest Period: Period (a) and, in the case of a Daily Simple SOFR Rate Loan, during the period that such Loan is outstanding), the Administrative Agent shall have determined (which determination shall be conclusive and binding upon Borrowereach of the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Base Term SOFR Rate with respect to any Term SOFR Rate Loan for such Interest Period (the “Affected Term SOFR Rate”) or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Daily Simple SOFR Rate for any requested Interest Period with respect to a proposed LIBOR any Daily Simple SOFR Rate Loan does not adequately and fairly reflect (the cost to such Lenders of funding such LIBOR Loans (in each case, “Impacted LoansAffected Daily Simple SOFR Rate”), the Administrative Agent shall give electronic mail facsimile or telephonic notice thereof to the Borrower Representative and the Lenders as soon as practicable thereofthereafter. If such notice is given, given (xa) any LIBOR Term SOFR Rate Loans the rate of interest applicable to which is based on the Affected Term SOFR Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans, Loans and any Daily Simple SOFR Rate Loans the rate of interest applicable to which is based on the Affected Daily Simple SOFR Rate shall be made as ABR Loans and (yb) any Loans that were to have been converted on the first day of such Interest Period to LIBOR or continued as Term SOFR Rate Loans the rate of interest applicable to which is based upon the Affected Term SOFR Rate shall be converted to, to or continued as, as ABR Loans and (z) any outstanding LIBOR Loans that were to have been converted to Daily Simple SOFR Rate Loans the rate of interest applicable to which is based upon the Affected Daily Simple SOFR Rate shall be converted, on the first day of such Interest Period, converted to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)Agent, no further LIBOR Daily Simple SOFR Rate Loans or Term SOFR Rate Loans the rate of interest applicable to which is based upon the Affected Daily Simple SOFR Rate or Affected Term SOFR Rate shall be made, made or continued as such, nor shall Borrower any of the Borrowers have the right to convert ABR Loans to, LIBOR to Daily Simple SOFR Rate Loans or Term SOFR Rate Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect applicable to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate the Affected Daily Simple SOFR 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 Borrower written notice thereofAffected Term SOFR Rate.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) If in connection with any request for a Term SOFR Loan or a conversion of Base Rate Loans to Term SOFR Loans or a continuation of any of such Loans, as applicable, (i) the Administrative Agent shall have determined determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate has been determined in accordance with Section 3.11(b), and binding upon Borrowerthe circumstances under clause (i) thatof Section 3.11(b) or the Scheduled Unavailability Date has occurred, by reason of circumstances affecting the relevant market, or (B) adequate and reasonable means do not otherwise exist for ascertaining the LIBO Base Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate determining Term SOFR for any requested Interest Period with respect to a proposed LIBOR Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (ii) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (in each caseLoan, “Impacted Loans”), the Administrative Agent shall give electronic mail or telephonic notice thereof to Borrower will promptly so notify the Company and the Lenders as soon as practicable thereofeach Lender. If such notice is givenThereafter, (x) any LIBOR the obligation of the Lenders to make or maintain Term SOFR Loans, or to convert Base Rate Loans requested to be made on the first day of such Interest Period Term SOFR Loans, shall be made as ABR Loanssuspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) any Loans that were to have been converted on in the first day event of such Interest Period to LIBOR Loans shall be converted to, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on a determination described in the first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply preceding sentence with respect to the Impacted Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 3.11(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Company may revoke any pending request for a borrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent Borrower does not elect of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to maintain have converted such Impacted request into a request for a Committed Borrowing of Base Rate Loans as ABR Loans) until in the amount specified therein and (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3ii) 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 outstanding Term SOFR Loans shall be deemed to have been converted to Base Rate Loans immediately at the end of their respective applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofInterest Period.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) In the event that the Administrative Agent or the relevant Local Fronting Lender shall have determined (which determination determination, in the absence of manifest error, shall be conclusive and binding upon each Borrower) that, that by reason of circumstances affecting the relevant interbank eurocurrency market, adequate and reasonable means do not exist for ascertaining the LIBO Base Eurodollar Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the any relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Eurocurrency Rate for any requested Interest Period with respect to (i) any proposed Loan that the relevant Borrower has requested be made as Eurodollar Loans or Eurocurrency Loans, (ii) a proposed LIBOR Eurodollar Loan does not adequately and fairly reflect that will result from the cost to requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans, (iii) a Eurocurrency Loan that will result from the requested conversion of all or part of the Local Rate Loans in any Denomination Currency into Eurocurrency Loans, (iv) the continuation of a Eurodollar Loan or a Eurocurrency Loan as such Lenders for an additional Interest Period (any such Loan described in clauses (i), (ii), (iii), or (iv) of funding such LIBOR Loans (in each case, this Section 7.8(a) being herein called an “Impacted LoansAffected Loan”), the Administrative Agent or the relevant Local Fronting Lender (as the case may be) shall forthwith give electronic mail telecopy or telephonic notice thereof of such determination, confirmed in writing, to the relevant Borrower (with a copy to the Company, the Administrative Agent and any affected Lenders) at least two (2) Business Days prior to, as the Lenders case may be, the borrowing date for such Eurodollar Loan or Eurocurrency Loan, the conversion date for such Alternate Base Rate Loan or Local Rate Loan or the last day of the Interest Period applicable to such Eurodollar Loan or Eurocurrency Loan. Unless the relevant Borrower shall have notified the Administrative Agent (in the case of any Syndicated Loan), the relevant Local Fronting Lender (in the case of any Local Loan) or the Administrative Agent promptly upon receipt of such telecopy or telephonic notice that it wishes to rescind or modify its request regarding such Affected Loans, then, as soon as practicable thereof. If such notice is giventhe case may be, (x) any LIBOR Loans requested to be made on the first day of such Interest Period Eurodollar Loan shall be made as ABR Loansan Alternate Base Rate Loan, continued as an Alternate Base Rate Loan or converted into an Alternate Base Rate Loan or (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans requested Local Loan which is a Eurocurrency Loan shall be made as a Local Rate Loan, continued as a Local Rate Loan or converted to, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR Loansinto a Local Rate Loan. Until any such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify relevant Local Fronting Lender, as the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loanscase may be, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund no further Affected Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofshall be made.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , the Administrative Agent or the Canadian Agent, as applicable, shall have determined (which determination shall be conclusive and binding upon Borrowereach of the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Base Eurocurrency Rate with respect to any Eurocurrency Loan (the “Affected Eurocurrency Rate”) or the BA Rate (the “Affected BA Rate”) with respect to any Bankers’ Acceptance or BA Equivalent Loans for such Interest Period or (b) Period, the Administrative Agent shall have received notice from or the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (in each caseCanadian Agent, “Impacted Loans”)as applicable, Administrative Agent shall give electronic mail telecopy or telephonic notice thereof to the Parent Borrower and the Lenders as soon as practicable thereofthereafter. If such notice is given, given (xa) any LIBOR Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans the rate of interest applicable to which is based on the Affected Eurocurrency Rate or the Affected BA Rate, as applicable, requested to be made on the first day of such Interest Period shall be made as ABR LoansLoans (to the extent otherwise permitted by Section 4.2), (yb) any Loans that were to have been converted on the first day of such Interest Period to LIBOR or continued as Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate or Affected BA Rate shall be converted to, to or continued as, as ABR Loans (to the extent otherwise permitted by Section 4.2) and (zc) any outstanding LIBOR Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans shall be converted, that were to have been converted on the first day of such Interest PeriodPeriod to or continued as Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate or Affected BA Rate and that are not otherwise permitted to be converted to or continued as ABR Loans by Section 4.2 shall, upon demand by the applicable Revolving Credit Lenders the Commitment Percentage of which aggregate greater than 50% of such U.S. Facility 146 Revolving Credit Loans or Canadian Facility Revolving Credit Loans, as applicable, be immediately repaid by the applicable Borrower on the last day of the then current Interest Period with respect thereto together with accrued interest thereon or otherwise, at the option of the Parent Borrower, shall remain outstanding and bear interest at a rate which reflects, as to each of the Revolving Credit Lenders, such Revolving Credit Lender’s cost of funding such Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans, as reasonably determined by such Revolving Credit Lender, plus the Applicable Margin hereunder. If any such repayment occurs on a day which is not the last day of the then current Interest Period with respect to such affected Eurocurrency Loan, Bankers’ Acceptances or BA Equivalent Loan, the applicable Borrower shall pay to each of the applicable Revolving Credit Lenders such amounts, if any, as may be required pursuant to Section 4.12. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)Agent, no further LIBOR Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate or Affected BA Rate shall be made, made or continued as such, nor shall Borrower any of the Borrowers have the right to convert ABR Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted to Eurocurrency Loans, in which case, such alternative Bankers’ Acceptances or BA Equivalent Loans the rate of interest shall apply with respect applicable to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate the Affected Eurocurrency 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 Borrower written notice thereofAffected BA Rate.

Inability to Determine Interest Rate. If prior in connection with any request for a Eurodollar Loan or a conversion to the first day of any Interest Period: or continuation thereof, (a) the Administrative Agent shall have determined determines that (which determination shall be conclusive i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and binding upon BorrowerInterest Period of such Eurodollar Loan, or (ii) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining determining the LIBO Base Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Eurodollar Rate for any requested Interest Period with respect to a proposed LIBOR Eurodollar Loan or in connection with an existing or proposed ABR Loan, or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans Eurodollar Loan (in each casecase with respect to clause (a) and clause (b) above, “Impacted Loans”), the Administrative Agent shall give electronic mail or telephonic notice thereof to will promptly so notify the Borrower and the Lenders as soon as practicable thereofeach Lender. If such notice is givenThereafter, (x) any LIBOR the obligation of the Lenders to make or maintain Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, suspended (to the extent of the affected Eurodollar Loans or Interest Periods) and (y) any Loans that were in the event of a determination described in the preceding sentence with respect to have been converted on the first day Eurodollar Rate component of such Interest Period to LIBOR Loans the ABR, the utilization of the Eurodollar Rate component in determining the ABR shall be converted tosuspended, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which in each case until the Administrative Agent agrees upon the instruction of the Required Lenders revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of, conversion to do if or continuation of Eurodollar Loans (to the circumstances giving rise extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such notice cease to exist), no further LIBOR request into a request for ABR Loans shall be made, or continued as such, nor shall Borrower have in the right to convert Loans to, LIBOR Loansamount specified therein. Notwithstanding the foregoing, if there are Impacted Loans as provided abovethe Administrative Agent has made the determination described in this Section, the Borrower and the Administrative Agent, in consultation with Borrower and on behalf of the affected Lenders, may will negotiate in good faith to establish an alternative interest rate for the Impacted Loans, giving due consideration to the then-prevailing market convention (if any) for determining a rate of interest for loans denominated in Dollars, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which under the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist)first sentence of this Section, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof. If the Administrative Agent has made the determination described in this Section and either of the events described in clause (2) or clause (3) of this Section occur, the Borrower and the Administrative Agent, on behalf of the affected Lenders, shall negotiate in good faith to establish a second alternative rate of interest; provided that if the Borrower and the Administrative Agent are unable to agree on an alternative rate of interest or a second alternative rate of interest, the Impacted Loans shall be, at the election of the Borrower, converted into ABR Loans or prepaid at the end of the current Interest Period for such Impacted Loans. Upon any such prepayment, the Borrower shall also pay accrued interest on the amount so prepaid.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) In the event that the Administrative Agent or the relevant Fronting Lender shall have determined (which determination determination, in the absence of manifest error, shall be conclusive and binding upon each Borrower) that, that by reason of circumstances affecting the relevant interbank eurocurrency market, adequate and reasonable means do not exist for ascertaining the LIBO Base Eurodollar Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the any relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Eurocurrency Rate for any requested Interest Period with respect to (i) any proposed Loan that the relevant Borrower has requested be made as Eurodollar Loans or Eurocurrency Loans, (ii) a proposed LIBOR Eurodollar Loan does not adequately and fairly reflect that will result from the cost to requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans, (iv) a Eurocurrency Loan that will result from the requested conversion of all or part of the Local Rate Loans in any Denomination Currency into Eurocurrency Loans, (v) the continuation of a Eurodollar Loan or a Eurocurrency Loan as such Lenders of funding for an additional Interest Period (any such LIBOR Loans Loan described in clauses (in each case, “Impacted Loans”i), (ii), (iii), (iv) or (v) of this subsection 10.9(a) being herein called an "Affected Loan"), the Administrative Agent or the relevant Fronting Lender (as the case may be) shall forthwith give electronic mail telecopy or telephonic notice thereof of such determination, confirmed in writing, to the relevant Borrower (with a copy to the Company, the Administrative Agent and any affected Lenders) at least two Business Days prior to, as the case may be, the borrowing date for such Eurodollar Loan or Eurocurrency Loan, the conversion date for such Alternate Base Rate Loan or Local Rate Loan or the last day of the Interest Period applicable to such Eurodollar Loan or Eurocurrency Loan. Unless the relevant Borrower shall have notified the Administrative Agent (in the case of any Syndicated Loan), the relevant Local Fronting Lender (in the case of any Local Loan) or the Administrative Agent and the Lenders relevant Acquisition Fronting Lender (in the case of any Fronted Acquisition Loan) promptly upon receipt of such telecopy or telephonic notice that it wishes to rescind or modify its request regarding such Affected Loans, then, as soon as practicable thereof. If such notice is giventhe case may be, (x) any LIBOR Loans requested to be made on the first day of such Interest Period Eurodollar Loan shall be made as ABR Loansan Alternate Base Rate Loan, continued as an Alternate Base Rate Loan or converted into an Alternate Base Rate Loan, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans requested Acquisition Loan which is a Eurocurrency Loan shall be converted to, into an Alternate Base Rate Loan in accordance with the provisions of subsection 10.19 or continued as, ABR Loans and (z) any outstanding LIBOR Loans requested Local Loan which is a Eurocurrency Loan shall be convertedmade as a Local Rate Loan, on the first day of such Interest Period, to ABR Loanscontinued as a Local Rate Loan or converted into a Local Rate Loan. Until any such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify relevant Fronting Lender, as the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loanscase may be, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund no further Affected Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofshall be made.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) With respect to Loans that are not Eurocurrency Rate Loans or CDOR Rate Loans, if the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon absent manifest error) that “Daily Simple RFR” with respect to any Currency cannot be determined pursuant to the definition thereof, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, (A) thatany obligation of the Lenders to make or continue RFR Loans in each such Currency shall be suspended (to the extent of the affected RFR Loans) until the Administrative Agent revokes such notice and (B) if such determination affects the calculation of Base Rate, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Base Rate for such Interest Period or (b) Administrative Agent shall have received notice from during the Required Lenders that Dollar deposits are not available in period of such suspension compute Base Rate without reference to any provision of the relevant amount and for definition of “Base Rate” determining the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Base Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost by reference to such Lenders of funding such LIBOR Loans (in each case, “Impacted Loans”), Daily Simple RFR until the Administrative Agent shall give electronic mail or telephonic notice thereof to Borrower and the Lenders as soon as practicable thereofrevokes such notice. If Upon receipt of such notice is givennotice, (x) the Borrower may revoke any LIBOR pending request for a borrowing of, conversion to or continuation of RFR Loans requested to be made on the first day of in each such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans Currency (to the extent Borrower does not elect to maintain such Impacted Loans as ABR of the affected RFR Loans) until or, failing that, such request shall be ineffective and (y)(A) any outstanding affected RFR Loans denominated in any such Currency, at the Borrower’s election, shall either (1) the Administrative Agent revokes the notice delivered with respect be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), Dollar Equivalent of such Currency) immediately or (2) be prepaid in full immediately; provided that if no election is made by the Administrative Agent or Borrower by the Required Lenders notify the Administrative Agent and Borrower date that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or is three (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 Business Days after receipt by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority Borrower of such Lender notice, the Borrower shall be deemed to do have elected clause (1) above. Upon any of such prepayment or conversion, the foregoing and provides the Administrative Agent and Borrower written notice thereofshall also pay any additional amounts required pursuant to Section 2.17.

Inability to Determine Interest Rate. If prior to the first day Lender determines that (i) quotations of any Interest Period: (a) Administrative Agent shall have determined (which determination shall be conclusive and binding upon Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Base Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and interest rates for the relevant Interest Period available deposits referred to the Required Lenders in the London interbank market definition of Adjusted LIBOR Rate are not being provided for purposes of determining the interest rate on a LIBOR Rate Advance as provided in this Agreement, or (cii) the Required Lenders determine that relevant interest rates referred to in the LIBO definition of Adjusted LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Loan does do not adequately and fairly reflect accurately cover the cost to such Lenders Lender of making, funding such or maintaining LIBOR Loans (in each caseRate Advances, “Impacted Loans”)then Lender shall, Administrative Agent shall at Lender’s option, give electronic mail or telephonic notice thereof to Borrower and the Lenders as soon as practicable thereof. If such notice is given, (x) any LIBOR Loans requested to be made on the first day of such Interest Period circumstances to Borrower, whereupon (A) the obligation of Lender to make LIBOR Rate Advances shall be made as ABR Loans, (y) any Loans suspended until Lender notifies Borrower that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease the suspension no longer exists, and (B) Borrower shall repay in full the then outstanding principal amount of each LIBOR Rate Advance, together with accrued interest, on the last day of the then current Interest Period applicable to exist)the LIBOR Rate Advance; provided, no further LIBOR Loans however, that, subject to the terms and conditions of this Agreement and the other Loan Documents, Borrower shall be made, or continued as such, nor shall Borrower have entitled to simultaneously replace the right entire outstanding balance of any LIBOR Rate Advance repaid in accordance with this Section with an Advance bearing interest at the CB Floating Rate plus the Applicable Margin for CB Floating Rate Advances in the same amount. If Lender determines on any day that quotations of interest rates for the relevant deposits referred to convert Loans to, in the definition of Adjusted One Month LIBOR Loans. Notwithstanding Rate are not being provided for purposes of determining the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate on any CB Floating Rate Advance on any day, then each CB Floating Rate Advance shall bear interest at the Prime Rate plus the Applicable Margin for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) CB Floating Rate Advances until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate quotations of interest or rates for the relevant deposits referred to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on in the authority definition of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofAdjusted One Month LIBOR Rate are being provided.

Inability to Determine Interest Rate. If prior to the first day Notwithstanding any other provision of any Interest Period: this Credit Agreement, if (a) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon Borrowerabsent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the LIBO Base LIBOR Rate for such Interest Period Period, or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount shall reasonably determine (which determination shall be conclusive and for the relevant Interest Period available to the Required Lenders in the London interbank market or (cbinding absent manifest error) the Required Lenders determine that the LIBO LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding LIBOR Rate Loans that the Borrower has requested be outstanding as a LIBOR tranche during such LIBOR Loans (in each caseInterest Period, “Impacted Loans”), then the Administrative Agent shall forthwith give electronic mail or telephonic telephone notice thereof of such determination, confirmed in writing, to the Borrower and the Lenders as soon as practicable thereofat least two (2) Business Days prior to the first day of such Interest Period. If such notice is given, (xa) any affected LIBOR Rate Loans requested to be made by the Borrower on the first day of such Interest Period shall be made made, at the sole option of the Borrower, as ABR Loans, Base Rate Loans or such request shall be cancelled and (yb) any affected Loans that were to have been converted at the request of the Borrower on the first day of such Interest Period to or continued as LIBOR Rate Loans shall be converted to, to or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR as Base Rate Loans. Until any such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lendersno further Loans shall be made as, may establish an alternative interest rate continued as, or converted into, LIBOR Rate Loans for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) Interest Periods so affected. If at any time the Administrative Agent revokes the notice delivered with respect to the Impacted Loans determines (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to existdetermination shall be final and conclusive and binding on all parties hereto absent manifest error), (2) or the Administrative Agent Borrower or the Required Lenders notify the Administrative Agent (with in the case of the Required Lenders, a copy to the Borrower) that the Borrower or the Required Lenders (as applicable) shall have determined (which determination likewise shall be final and Borrower conclusive and binding upon all parties hereto absent manifest error) that (a) the circumstances set forth in clause (a) of the immediately preceding paragraph have arisen and such alternative circumstances are unlikely to be temporary, (b) the circumstances set forth in clause (a) of the immediately preceding paragraph have not arisen but the supervisor for the administrator of LIBOR or a Governmental Authority having or purporting to have 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 rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, rates for loans or (3c) any Lender determines that any Law has made it unlawfulsyndicated credit facilities among national and/or regional banks active in leading and participating in such facilities currently being executed, or that any Governmental Authority has asserted include language similar to that it contained in the first paragraph of this Section 2.17, are being executed or amended (as applicable) to incorporate or adopt a new interest rate to replace the LIBOR Rate for determining interest rates for loans, then the Administrative Agent and the Parent shall endeavor to establish an alternate rate of interest to LIBOR that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time 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 (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Percentage); provided that, to the extent such market practice is unlawfulnot administratively feasible for the Administrative Agent, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides LIBOR shall be applied as otherwise reasonably determined by the Administrative Agent and Borrower the Parent (it being understood that any such modification to application by the Administrative Agent made as so determined shall not require the consent of, or consultation with, any of the Lenders). Notwithstanding anything to the contrary in Section 9.1, 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 Business Days of the date written notice thereofof such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this paragraph of this Section 2.17 (but, in the case of the circumstances described in clause (b) of the first sentence of this paragraph of this Section 2.17, only to the extent LIBOR for the applicable currency and such Interest Period is not available or published at such time on a current basis), (x) any Notice of Conversion/Extension that requests the conversion of any borrowing of Loans to, or continuation of any borrowing of Loans as, a borrowing of LIBOR Rate Loans shall be ineffective and (y) if any Notice of Borrowing requests a borrowing of LIBOR Rate Loans, such borrowing shall be made as a borrowing of Base Rate Loans; provided that, if such alternate rate of interest shall be less than zero, then such rate shall be deemed to be zero for the purposes of this Agreement.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period: (a) event that the --------- -- --------- -------- ---- Administrative Agent shall have determined (which determination shall be conclusive and binding upon Borrowerthe Company) that, (i) by reason of circumstances affecting the relevant marketEurocurrency Interbank Markets, adequate and reasonable means do not exist for ascertaining the LIBO Base Eurocurrency Rate for such Interest Period or (bapplicable pursuant to Section 2.4(a) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Loan does that the Company has requested be made as a Eurocurrency Loan, or (ii) deposits of Dollars or the relevant Optional Currency, as the case may be, for the relevant Interest Period are not available to the Administrative Agent or the Banks in any Eurocurrency Interbank Market, or (iii) the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Banks of making or maintaining their Eurocurrency Loans during such Lenders of funding such LIBOR Loans (in each caseperiod, “Impacted Loans”), then the Administrative Agent shall forthwith give electronic mail or telephonic notice thereof to Borrower the Company and the Lenders as soon as practicable thereofBanks (by telex, telecopy or other confirmed electronic communication) of such determination, which shall be conclusive and binding on the Company and the Banks. If In such notice is given, event (xa) any LIBOR Loans requested Loan Request or Conversion Request with respect to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Eurocurrency Loans shall be converted toautomatically withdrawn and, or continued asin the case of Loans denominated in Dollars, ABR Loans and (z) any outstanding LIBOR Loans shall be converteddeemed a request for Prime Rate Loans; (b) each Eurocurrency Loan will automatically, on the first last day of the then current Interest Period relating thereto, if denominated in Dollars, become a Prime Rate Loan and, if denominated in any Optional Currency, be repaid; and (c) the obligations of the Banks to make Eurocurrency Loans, or Eurocurrency Loans denominated in such Interest PeriodOptional Currency (as the case may be), to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which shall be suspended until the Administrative Agent agrees to do if or the Majority Banks determines that the circumstances giving rise to such notice cease to suspension no longer exist), no further LIBOR Loans shall be madewhereupon the Administrative Agent or, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided abovecase may be, the Administrative AgentAgent upon the instruction of the Majority Banks, in consultation with Borrower shall so notify the Company and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofBanks.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , or as applicable, on any day on which an ABR Loan bearing interest determined by reference to the Eurodollar Rate is outstanding), the Administrative Agent shall have determined (which determination shall be conclusive and binding upon Borrowerthe Borrowers) in connection with any request for a Eurodollar Loan, a request for an ABR Loan to bear interest with reference to the Eurodollar Rate, or a conversion to or a continuation of either of the foregoing that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the LIBO Base Eurodollar Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market Period, or (c) the Required Lenders determine that the LIBO Eurodollar Rate determined or to be determined for any requested such Interest Period with respect to a proposed LIBOR Loan does will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of funding making or maintaining their affected Loans during such LIBOR Loans Interest Period, then, in any such case (in each case, “Impacted Loans”a), (b) or (c), the Administrative Agent shall give electronic mail or telephonic notice thereof to Borrower promptly notify the Borrowers and the relevant Lenders thereof as soon as practicable thereofthereafter. If Any such notice is givendetermination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (xw) any LIBOR Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (x) any such requested ABR Loans which were to have utilized a Eurodollar Rate component in determining the ABR shall not utilize a Eurodollar Rate component in determining the ABR applicable to such requested ABR Loan, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to LIBOR Eurodollar Loans shall be converted tocontinued as ABR Loans, or continued as, ABR Loans and (z) any outstanding LIBOR Eurodollar Loans under the relevant Facility shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)Agent, no further LIBOR Eurodollar Loans under the relevant Facility shall be made, made or continued as such, nor shall Borrower the Borrowers have the right to convert Loans tounder the relevant Facility to Eurodollar Loans, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any utilization of the foregoing and provides Eurodollar Rate component in determining the Administrative Agent and Borrower written notice thereofABR shall be suspended.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , the Administrative Agent shall have determined (which determination shall be conclusive and binding upon Borrowereach of the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Base Eurocurrency Rate with respect to any Eurocurrency Loan (the “Affected Eurocurrency Rate”) or the BA Rate (the “Affected BA Rate”) with respect to any BA Equivalent Loans for such Interest Period or (b) Administrative Agent shall have received notice from Period, the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (in each case, “Impacted Loans”), Administrative Agent shall give electronic mail telecopy or telephonic notice thereof to the Borrower Representative and the Lenders as soon as practicable thereofthereafter. If such notice is given, (xa) any LIBOR Eurocurrency Loans or BA Equivalent Loans the rate of interest applicable to which is based on the Affected Eurocurrency Rate or the Affected BA Rate, as applicable, requested to be made on the first day of such Interest Period shall be made as ABR LoansLoans in the applicable currency, (yb) any Loans that were to have been converted on the first day of such Interest Period to LIBOR or continued as Eurocurrency Loans or BA Equivalent Loans the rate of interest applicable to which is based on the Affected Eurocurrency Rate or the Affected BA Rate, as applicable, shall be converted toto or continued as ABR Loans in the applicable currency, (c) as to the U.S. Swing Line Lender or the Canadian Swing Line Lender, as the case may be, such Lender’s cost of funding such Eurocurrency Loans or BA Equivalent Loans, as applicable, or continued asas reasonably determined by such Lender, ABR Loans plus the Applicable Margin hereunder and (zd) any outstanding LIBOR Eurocurrency Loans shall be converted, or BA Equivalent Loans that were to have been converted on the first day of such Interest PeriodPeriod to or continued as Eurocurrency Loans or BA Equivalent Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate or Affected BA Rate and that are not otherwise permitted to be converted to or continued as ABR Loans in the applicable currency by subsection 4.2 shall, upon demand by the Lenders the Commitment Percentage of which aggregate greater than 50.0% of such U.S. Facility Revolving Credit Loan or Canadian Facility Revolving Credit Loan, as applicable, be immediately repaid by the applicable Borrower on the last day of the then current Interest Period with respect thereto together with accrued interest thereon or otherwise, at the option of the Borrower Representative, shall remain outstanding and bear interest at a rate which reflects, as to ABR Loanseach of the Lenders, such Lender’s cost of funding such Eurocurrency Loans or BA Equivalent Loans as reasonably determined by such Lender, plus the Applicable Margin hereunder. If any such repayment occurs on a day which is not the last day of the then current Interest Period with respect to such affected Eurocurrency Loan or BA Equivalent Loan, the applicable Borrower shall pay to each of the Lenders such amounts, if any, as may be required pursuant to subsection 4.12. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)Agent, no further LIBOR Eurocurrency Loans or BA Equivalent Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate or Affected BA Rate shall be made, made or continued as such, nor shall Borrower any of the Borrowers have the right to convert ABR Loans to, LIBOR Loans. Notwithstanding to Eurocurrency Loans or BA Equivalent Loans 141 the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect applicable to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate the Affected Eurocurrency 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 Borrower written notice thereofAffected BA Rate.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Base Rate for such Interest Period Period, or (b) the Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate determined or to be determined for any requested such Interest Period with respect to a proposed LIBOR Loan does will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders in good faith) of funding making or maintaining their affected Loans during such LIBOR Loans (in each caseInterest Period, “Impacted Loans”), the Administrative Agent shall give electronic mail telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereofthereafter. If such notice is givengiven (w) in the event of a determination described in the preceding sentence with respect to the LIBO Rate component of the Base Rate, the utilization of the LIBOR Rate component in determining the Base Rate shall be suspended, (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to, or continued as, ABR as Base Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first last day of such the then-current Interest Period, to ABR Base Rate Loans, in each case until the Administrative Agent revokes such notice. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)Agent, no further LIBOR Loans shall be made, made or continued as such, nor shall the Borrower have the right to convert Loans to, to LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereof.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period: (a) Administrative Agent event that the Reference Lenders shall have reasonably determined (which determination shall be conclusive and binding upon Borrowerthe Borrower and the Regular Subsidiary Borrowers absent manifest error) that, that by reason of circumstances affecting the relevant interbank eurocurrency market, adequate and reasonable means do not exist for ascertaining the LIBO Base LIBOR Rate applicable pursuant to subsection 2.15(a) for such any Interest Period or with respect to (a) a proposed Loan that has been requested be made as a LIBOR Loan, (b) Administrative Agent shall have received notice a LIBOR Loan that will result from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market requested conversion of an ABR Loan into a LIBOR Loan or (c) the Required Lenders determine that continuation of LIBOR Loans beyond the LIBO Rate for any requested expiration of the then current Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect thereto, the cost to such Lenders of funding such LIBOR Loans (in each case, “Impacted Loans”), Administrative Agent shall forthwith give electronic mail telecopy or telephonic notice thereof of such determination, confirmed in writing, to the Borrower and the Lenders at least one Business Day prior to, as soon as practicable thereofthe case may be, the requested Borrowing Date for such LIBOR Loan, the conversion date of such ABR Loan or the last day of such Interest Period. If such notice is given, given (xi) any requested LIBOR Loans requested to be made on the first day of such Interest Period Loan in Dollars shall be made as an ABR LoansLoan, (yii) any Loans ABR Loan that were was to have been converted on the first day of such Interest Period to a LIBOR Loans Loan shall be converted tocontinued as an ABR Loan, or continued as, ABR Loans and (ziii) any outstanding LIBOR Loans Loan in Dollars shall be converted, on the first last day of the then current Interest Period with respect thereto, to an ABR Loan and (iv) the LIBOR Rate for such Interest Period, Period for any affected LIBOR Loans in euros or any Optional Currency shall bear interest for such Interest Period at a rate reasonably determined by the Administrative Agent as representing the cost to ABR LoansLenders generally holding such LIBOR Loans of funding such LIBOR Loans for such Interest Period plus the Applicable Margin. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)Agent, no further LIBOR Loans shall be made, or continued as such, made nor shall the Borrower have the right to convert Loans to, an ABR Loan to a LIBOR LoansLoan. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest Such notice shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) be withdrawn by the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which when the Administrative Agent agrees to do if shall reasonably determine that adequate and reasonable means exist for ascertaining the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofLIBOR Rate.

Inability to Determine Interest Rate. If (a) In the event, and on each occasion, that on the day two Business Days prior to the first day commencement of any Interest Period: (a) Period for a Eurocurrency Borrowing of any Type, the Administrative Agent shall have determined (that Dollar deposits or deposits in the Alternative Currency in which determination shall such Borrowing is to be conclusive and binding upon Borrower) that, by reason denominated in the principal amounts of circumstances affecting the relevant Loans comprising such Borrowing are not generally available in the London interbank market, adequate and or that reasonable means do not exist for ascertaining the LIBO Base Rate for such Interest Period or (b) EURIBO Rate, and the Administrative Agent shall have received determined that none of the circumstances in clauses (i) and (ii) of Section 1.09(a) apply, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available of such determination to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (in each case, “Impacted Loans”), Administrative Agent shall give electronic mail or telephonic notice thereof to applicable Borrower and the Lenders as soon as practicable thereof. If such notice is givenand, (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which until the Administrative Agent agrees to do if shall have advised the applicable Borrower and the Lenders that the circumstances giving rise to such notice cease no longer exist, (i) any request by a Borrower for a Eurocurrency Competitive Borrowing pursuant to exist), no further LIBOR Loans Section 2.06 shall be made, of no force or continued as such, nor effect and shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, be denied by the Administrative Agent, in consultation with (ii) any request by a Borrower and for a Eurocurrency Term Borrowing, Eurocurrency Standby Borrowing of the affected LendersType or in the affected currency shall be deemed to be a request for a Base Rate Borrowing denominated in Dollars and (iii) any Interest Election Request that requests the conversion of any Standby Borrowing and/or Term Borrowing to, may establish an alternative or continuation of any Standby Borrowing or Term Borrowing, as applicable, as, a Eurocurrency Borrowing shall be ineffective, and unless repaid such Borrowing shall be converted to or continued on the last day of the Interest Period applicable thereto (A) if such Borrowing is denominated in Dollars, as a Base Rate Borrowing, or (B) if such Borrowing is denominated in any Alternative Currency, as a Borrowing bearing interest at such rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not shall determine adequately and fairly reflect reflects the cost to the affected Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, Borrowing for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on Interest Period (which shall at no time be less than 0.00% per annum) plus the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofApplicable Margin.

Inability to Determine Interest Rate. If (a) If, prior to the first day commencement of any Interest Period: Period in connection with any request for a Eurodollar Loan or a conversion to or continuation thereof, (ai)(A) the Administrative Agent shall have determined determines that (which determination shall be conclusive A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and binding upon BorrowerInterest Period of such Eurodollar Loan, or (B) that, by reason of circumstances affecting subject to the relevant marketterms set forth in Section 3.7(cx ), adequate and reasonable means do not exist for ascertaining determining the LIBO Base Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Eurodollar Rate for any requested Interest Period with respect to a proposed LIBOR Eurodollar Loan does or in connection with an existing or proposed ABR Loan and (y) the circumstances described in Section 3.7(c)(i) do not apply (in each case with respect to this clause (i), “Impacted Loans”), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Loan willdoes not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (in each caseEurodollar Loan, “Impacted Loans”), the Administrative Agent shall give electronic mail or telephonic notice thereof to will promptly so notify the Borrower and each Lender. Until the Administrative Agent notifies the Borrower and the Lenders as soon as practicable thereof. If such notice is given, (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease no longer existsThereafter, (x) the obligation of the Lenders to exist), no further LIBOR make or maintain Eurodollar Loans shall be made, or continued as such, nor shall Borrower have suspended (to the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and extent of the affected Lenders, may establish an alternative interest rate for Eurodollar Loans or Interest Periods) and (y) in the Impacted Loans, event of a determination described in which case, such alternative rate of interest shall apply the preceding sentence with respect to the Impacted Eurodollar Rate component of the ABR, the utilization of the Eurodollar Rate component in determining the ABR shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of Section 3.7(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowingBorrowing of, conversion to or continuation of Eurodollar Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for ABR Loans in the Administrative Agent and Borrower written notice thereofamount specified therein.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) If, in connection with any request for a Eurodollar Loan or Daily Floating Eurodollar Rate Loan or a conversion to or continuation thereof, (i) the Administrative Agent shall have determined determines that (which determination shall be conclusive A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and binding upon BorrowerInterest Period of such Eurodollar Loan or Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount of such Daily Floating Eurodollar Rate Loan, or (B) that, by reason of circumstances affecting the relevant market, (x) adequate and reasonable means do not exist for ascertaining determining the LIBO Base Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Eurodollar Rate for any requested Interest Period with respect to a proposed LIBOR Eurodollar Loan or for determining the Daily Floating Eurodollar Rate for any proposed Daily Floating Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 2.13(c)(i) do not apply (in each case with respect to this clause (i), “Impacted Loans”), or (ii) the Administrative Agent or the Required Lenders determine that for any reason (A) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans Eurodollar Loan or (in each case, “Impacted Loans”), Administrative Agent shall give electronic mail or telephonic notice thereof to Borrower and B) the Lenders as soon as practicable thereof. If such notice is given, (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply Daily Floating Eurodollar Rate with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate a proposed Daily Floating Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loanssuch Daily Floating Eurodollar Rate Loan, or (3) any Lender determines that any Law has made it unlawfulin each case, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Loans or Daily Floating Eurodollar Rate Loans shall be suspended, (to the extent of the affected Eurodollar Loans or Interest Periods or the affected Daily Floating Eurodollar Rate Loans), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of Section 2.13(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower written notice thereof.may revoke any pending request for a borrowing of, conversion to or continuation of Eurodollar Loans or Daily Floating Eurodollar Rate Loans (to the extent of the affected Eurodollar Loans or Interest Periods or the affected Daily Floating Eurodollar Rate Loans) or, failing that, will be deemed to have converted such request into a request for a borrowing of Base Rate Loans in the amount specified therein

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period: (a) Administrative Agent event that the Reference Lenders shall have reasonably determined (which determination shall be conclusive and binding upon Borrowerthe Borrower and the Subsidiary Borrowers absent manifest error) that, that by reason of circumstances affecting the relevant interbank eurocurrency market, adequate and reasonable means do not exist for ascertaining the LIBO Base LIBOR Rate applicable pursuant to subsection 2.15(a) for such any Interest Period or with respect to (a) a proposed Loan that has been requested be made as a LIBOR Loan, (b) Administrative Agent shall have received notice a LIBOR Loan that will result from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market requested conversion of an ABR Loan into a LIBOR Loan or (c) the Required Lenders determine that continuation of LIBOR Loans beyond the LIBO Rate for any requested expiration of the then current Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect thereto, the cost to such Lenders of funding such LIBOR Loans (in each case, “Impacted Loans”), Administrative Agent shall forthwith give electronic mail telecopy or telephonic notice thereof of such determination, confirmed in writing, to the Borrower and the Lenders at least one Business Day prior to, as soon as practicable thereofthe case may be, the requested Borrowing Date for such LIBOR Loan, the conversion date of such ABR Loan or the last day of such Interest Period. If such notice is given, given (xi) any requested LIBOR Loans requested to be made on the first day of such Interest Period Loan in Dollars shall be made as an ABR LoansLoan, (yii) any Loans ABR Loan that were was to have been converted on the first day of such Interest Period to a LIBOR Loans Loan shall be converted tocontinued as an ABR Loan, or continued as, ABR Loans and (ziii) any outstanding LIBOR Loans Loan in Dollars shall be converted, on the first last day of the then current Interest Period with respect thereto, to an ABR Loan and (iv) the LIBOR Rate for such Interest Period, Period for any affected LIBOR Loans in any Optional Currency shall bear interest for such Interest Period at a rate reasonably determined by the Administrative Agent as representing the cost to ABR LoansLenders generally holding such LIBOR Loans of funding such LIBOR Loans for such Interest Period plus the Applicable Margin. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)Agent, no further LIBOR Loans in Dollars shall 58 52 be made, or continued as such, made nor shall the Borrower have the right to convert Loans to, an ABR Loan to a LIBOR LoansLoan. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest Such notice shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) be withdrawn by the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which when the Administrative Agent agrees to do if shall reasonably determine that adequate and reasonable means exist for ascertaining the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofLIBOR Rate.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) If in connection with any request for an Adjusted Term SOFR Loan or an Foreign Currency Loan or a conversion of Base Rate Loans to Adjusted Term SOFR Loans or a continuation of any of such Loans, as applicable, (i) the Administrative Agent shall have determined determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate for the Relevant Rate for the applicable Agreed Currency has been determined in accordance with Section 2.14(b) and binding upon Borrowerthe circumstances under clause (i) thatof Section 2.14(b) or the Scheduled Unavailability Date has occurred with respect to such Relevant Rate (as applicable), by reason of circumstances affecting the relevant market, or (B) adequate and reasonable means do not otherwise exist for ascertaining determining the LIBO Relevant Rate for the applicable Agreed Currency for any determination date(s) or requested Interest Period, as applicable, with respect to a proposed Adjusted Term SOFR Loan or an Foreign Currency Loan or in connection with an existing or proposed Base Rate for such Interest Period Loan, or (bii) the Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that for any reason that the LIBO Relevant Rate with respect to a proposed Loan denominated in an Agreed Currency for any requested Interest Period with respect to a proposed LIBOR Loan or determination date(s) does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (in each caseLoan, “Impacted Loans”), the Administrative Agent shall give electronic mail or telephonic notice thereof to Borrower will promptly so notify Hyatt and the Lenders as soon as practicable thereofeach Lender. If such notice is givenThereafter, (x) any LIBOR the obligation of the Lenders to make or maintain Loans requested in the affected currencies, as applicable, or to convert Base Rate Loans to Adjusted Term SOFR Loans, shall be made on suspended in each case to the first day extent of such the affected Foreign Currency Loans or Interest Period shall be made or determination date(s), as ABR Loansapplicable, and (y) in the event of a determination described in the preceding sentence with respect to the Adjusted Term SOFR component of the Base Rate, the utilization of the Adjusted Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 2.14(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrowers may revoke any pending request for a borrowing of, or conversion to, or continuation of Adjusted Term SOFR Loans, or borrowing of, or continuation of Foreign Currency Loans that were to the extent of the affected Adjusted Term SOFR Loans or Foreign Currency Loans or Interest Period or determination date(s), as applicable or, failing that, will be deemed to have converted such request into a request for a borrowing of Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount specified therein and (ii) (A) any outstanding Adjusted Term SOFR Loans shall be deemed to have been converted on to Base Rate Loans immediately at the first day end of such their respective applicable Interest Period to LIBOR Loans shall be converted to, or continued as, ABR Loans and (zB) any outstanding LIBOR affected Foreign Currency Loans, at Hyatt’s election, shall either (1) be converted into a borrowing of Base Rate Loans shall be converted, on denominated in Dollars in the first day Dollar Equivalent of the amount of such outstanding Foreign Currency Loan immediately, in the case of an Foreign Currency Daily Rate Loan or at the end of the applicable Interest Period, to ABR Loans. Until in the case of an Foreign Currency Term Rate Loan or (2) be prepaid in full immediately, in the case of an Foreign Currency Daily Rate Loan, or at the end of the applicable Interest Period, in the case of an Foreign Currency Term Rate Loan; provided that if no election is made by Hyatt (x) in the case of an Foreign Currency Daily Rate Loan, by the date that is three Business Days after receipt by Hyatt of such notice has been withdrawn or (y) in the case of an Foreign Currency Term Rate Loan, by Administrative Agent (which the Administrative Agent agrees to do if last day of the circumstances giving rise to such notice cease to exist)current Interest Period for the applicable Foreign Currency Term Rate Loan, no further LIBOR Loans Hyatt shall be made, or continued as such, nor shall Borrower deemed to have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until elected clause (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofabove.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: (ai) Administrative Agent shall have determined (which determination shall be conclusive and binding upon Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Base Rate for such Interest Period or (bii) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (ciii) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (in each case, “Impacted Loans”), Administrative Agent shall give electronic mail or telephonic notice thereof to Borrower and the Lenders as soon as practicable thereof. If such notice is given, (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereof.

Inability to Determine Interest Rate. If prior to the first day Lender determines that (i) quotations of any Interest Period: (a) Administrative Agent shall have determined (which determination shall be conclusive and binding upon Borrower) that, by reason of circumstances affecting interest rates for the relevant market, adequate and reasonable means do not exist for ascertaining deposits referred to in the LIBO Base definition of Adjusted LIBOR Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available being provided in the relevant amount and amounts or for the relevant Interest Period available maturities for purposes of determining the interest rate on a LIBOR Rate Advance as provided in this Agreement, or (ii) the relevant interest rates referred to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO definition of Adjusted LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Loan does do not adequately and fairly reflect accurately cover the cost to such Lenders Lender of making, funding such or maintaining LIBOR Loans (in each caseRate Advances, “Impacted Loans”)then Lender shall, Administrative Agent shall at Lender’s option, give electronic mail or telephonic notice thereof to Borrower and the Lenders as soon as practicable thereof. If such notice is given, (x) any LIBOR Loans requested to be made on the first day of such Interest Period circumstances to Borrower, whereupon (1) the obligation of Lender to make LIBOR Rate Advances shall be made as ABR Loans, (y) any Loans suspended until Lender notifies Borrower that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), the suspension no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower longer exists and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) Borrower shall repay in full the Administrative Agent or then outstanding principal amount of each LIBOR Rate Advance, together with accrued interest, on the Required Lenders notify last day of the Administrative Agent then current Interest Period applicable to the LIBOR Rate Advance; provided, however, that, subject to the terms and conditions of this Agreement and the other Loan Documents, Borrower shall be entitled to simultaneously replace the entire outstanding balance of any LIBOR Rate Advance repaid in accordance with this section with an Advance bearing interest at the CB Floating Rate plus the Applicable Margin for CB Floating Rate Advances in the same amount. If the Lender determines on any day that such alternative quotations of interest rates for the relevant deposits referred to in the definition of Adjusted One Month LIBOR Rate are not being provided for purposes of determining the interest rate does not adequately and fairly reflect on any CB Floating Rate Advance on any day, then each CB Floating Rate Advance shall hear interest at the cost to such Lenders of funding Prime Rate plus the Impacted Loans, or (3) any Applicable Margin for CB Floating Rate Advances until 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 quotations of interest or rates for the relevant deposits referred to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on in the authority definition of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofAdjusted One Month LIBOR Rate are being provided.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the LIBO Base Eurodollar Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market Period, or (c) the Required Lenders determine that the LIBO Eurodollar Rate determined or to be determined for any requested such Interest Period with respect to a proposed LIBOR Loan does will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of funding making or maintaining their affected Loans during such LIBOR Loans Interest Period, then, in any such case (in each case, “Impacted Loans”a), (b) or (c), the Administrative Agent shall give electronic mail or telephonic notice thereof to promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereofthereafter. If Any such notice is givendetermination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (x) any LIBOR Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to LIBOR Eurodollar Loans shall be converted tocontinued as ABR Loans, or continued as, ABR Loans and (z) any outstanding LIBOR Eurodollar Loans under the relevant Facility shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)Agent, no further LIBOR Eurodollar Loans under the relevant Facility shall be made, made or continued as such, nor shall the Borrower have the right to convert Loans to, LIBOR under the relevant Facility to Eurodollar Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereof.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) Administrative Agent shall have determined (which determination shall be conclusive and binding upon Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Base Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (in each case, “Impacted Loans”), Administrative Agent shall give electronic mail or telephonic notice thereof to Borrower and the Lenders as soon as practicable thereof. If such notice is given, (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereof.or

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period: (a) Administrative Agent event that the Lender shall have determined (which determination shall be conclusive and binding upon the Borrower) that, that by reason of circumstances affecting the relevant interbank LIBOR market, adequate and reasonable means do not exist for ascertaining the LIBO Base Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available LIBOR applicable pursuant to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate Section 2.04 for any requested Interest Period with respect to a proposed LIBOR Loan that will result from a requested LIBOR Loan or that such rate of interest does not adequately and fairly reflect cover the cost to such Lenders of funding such Loan, the Lender shall forthwith give notice of such determination to the Borrower not later than 1:00 P.M., San Francisco time, on the requested date of a Borrowing, the requested conversion date or the last day of an Interest Period of a Loan which was to have been continued as a LIBOR Loans (in each case, “Impacted Loans”), Administrative Agent shall give electronic mail or telephonic notice thereof to Borrower and the Lenders as soon as practicable thereofLoan. If such notice is given, given and has not been withdrawn (xi) any requested LIBOR Loans requested to be made on the first day of such Interest Period Loan shall be made as ABR Loansa Prime Rate Loan, or, at the Borrower's option, such Loan shall not be made, (yii) any Loans Loan that were was to have been converted on the first day of such Interest Period to a LIBOR Loans Loan shall be converted to, or continued as, ABR Loans or converted into, a Prime Rate Loan and (ziii) any outstanding LIBOR Loans Loan shall be converted, on the first last day of such the then current Interest PeriodPeriod with respect thereto, to ABR Loansa Prime Rate Loan. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)Lender, no further LIBOR Loans shall be made, or continued as such, nor made and the Borrower shall Borrower not have the right to convert Loans to, a Loan to a LIBOR LoansLoan. Notwithstanding The Lender will review the foregoing, if there are Impacted Loans as provided above, circumstances affecting the Administrative Agent, in consultation with Borrower interbank LIBOR market from time to time and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, Lender will withdraw such alternative rate of interest notice at such time as it shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if determine that the circumstances giving rise to Impacted Loans cease to said notice no longer exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereof.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: Agent determines that (a) Administrative Agent shall have determined (which determination shall be conclusive and binding upon Borrower) that, by reason quotations of circumstances affecting interest rates for the relevant marketdeposits are not being provided in the relevant amounts or for the relevant maturities for purposes of determining the interest rate on a Eurodollar Advance as provided in this Agreement, adequate and reasonable means do not exist for ascertaining the LIBO Base Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect interest rates applicable to a proposed LIBOR Loan does Eurodollar Advance do not adequately and fairly reflect accurately cover the cost to the Bank of making, funding or maintaining Eurodollar Advances, then the Agent shall, at the Agent's option, give notice of such Lenders circumstances to the Borrower, whereupon (i) the obligation of funding such LIBOR Loans (in each case, “Impacted Loans”), Administrative Agent shall give electronic mail or telephonic notice thereof to Borrower and the Lenders as soon as practicable thereof. If such notice is given, (x) any LIBOR Loans requested to be made on the first day of such Interest Period make Eurodollar Advances shall be made as ABR Loans, (y) any Loans suspended until the Agent notifies the Borrower that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease the suspension no longer exist, and (ii) the Borrower shall repay in full the then outstanding principal amount of each Eurodollar Rate Advance, together with accrued interest, on the last day of the then current Interest Period applicable to exist)the Eurodollar Advance, no further LIBOR Loans provided, however, that, subject to the terms and conditions of this Agreement and the other Loan Documents, the Borrower shall be made, or continued as such, nor shall Borrower have entitled to simultaneously replace the right entire outstanding balance of any Eurodollar Advance repaid in accordance with this section with an Advance bearing interest at the CB Floating Rate minus the Applicable Rate for CB Floating Rate Advances in the same amount. If the Agent determines on any day that quotations of interest rates for the relevant deposits referred to convert Loans to, LIBOR Loans. Notwithstanding in the foregoing, if there definition of Adjusted One Month Eurodollar Rate are Impacted Loans as not being provided above, for purposes of determining the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate on any CB Floating Rate Advance on any day, then each CB Floating Rate Advance shall bear interest at the Prime Rate minus the Applicable Rate for CB Floating Rate Advances until the Agent determines that quotations of interest rates for the Impacted Loans, relevant deposits referred to in which case, such alternative rate the definition of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofAdjusted One Month Eurodollar Rate are being provided.

Inability to Determine Interest Rate. If (a) With respect to Loans that are not SOFR Loans, Eurocurrency Rate Loans or CDOR RateTerm XXXXX Loans, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Daily Simple RFR” with respect to any Currency cannot be determined pursuant to the definition thereof, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, (A) any obligation of the Lenders to make or continue RFR Loans in each such Currency shall be suspended (to the extent of the affected RFR Loans) until the Administrative Agent revokes such notice and (B) if such determination affects the calculation of Base Rate, the Administrative Agent shall during the period of such suspension compute Base Rate without reference to any provision of the definition of “Base Rate” determining the Base Rate by reference to such Daily Simple RFR until the Administrative Agent revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of RFR Loans in each such Currency (to the extent of the affected RFR Loans) or, failing that, such request shall be ineffective and (y)(A) any outstanding affected RFR Loans denominated in any such Currency, at the Borrower’s election, shall either (1) be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Currency) immediately or (2) be prepaid in full immediately; provided that if no election is made by the Borrower by the date that is three (3) Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1) above. Upon any such prepayment or conversion, the Borrower shall also pay any additional amounts required pursuant to Section 2.17. (b) With respect to SOFR Loans, Eurocurrency Rate Loans and CDOR RateTerm XXXXX Loans, if, on or prior to the first day of any Interest Period: (ai) the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon Borrowerabsent manifest error) that, that (1) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Base Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and applicable offshore interbank market for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (in each caseapplicable Currency, “Impacted Loans”), Administrative Agent shall give electronic mail or telephonic notice thereof to Borrower and the Lenders as soon as practicable thereof. If such notice is given, (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent Term SOFR or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does applicable Adjusted Eurocurrency Rate or CDOR RateTerm XXXXX, as applicable, cannot adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is be determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereof.pursuant to

Inability to Determine Interest Rate. If prior to the first day 3. If, in connection with any request for a Eurocurrency Loan of any Interest Period: Class or a conversion to or continuation thereof, (ai) the Administrative Agent shall have determined determines (which determination shall be conclusive absent manifest error) that (A) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for such currency for the applicable amount and binding upon BorrowerInterest Period of such Eurocurrency Loan, or (B) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining determining the LIBO Base Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Eurocurrency Rate for any requested Interest Period with respect to a proposed LIBOR Eurocurrency Loan (whether in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan, provided that no Benchmark Transition Event shall have occurred at such time, or (ii) the Administrative Agent determines (or is advised by the Required Class Lenders of the applicable Class) that for any reason the Eurocurrency Rate for any requested Interest Period with respect to 113 a proposed Eurocurrency Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (in each caseEurocurrency Loan, “Impacted Loans”), then the Administrative Agent shall give electronic mail or telephonic notice thereof to will promptly so notify the relevant Borrower and the Lenders as soon as practicable thereofeach Lender of such Class. If such notice is givenThereafter, (x) any LIBOR Loans requested to be made on the first day obligation of the Lenders of such Interest Period Class to make or maintain Eurocurrency Loans in the affected currency or currencies shall be made as ABR Loans, suspended (to the extent of the affected Eurocurrency Loans or Interest Periods) and (y) any Loans that were to have been converted on in the first day event of such Interest Period to LIBOR Loans shall be converted to, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on a determination described in the first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply preceding sentence with respect to the Impacted Eurocurrency Rate component of the Base Rate or the Canadian Prime Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate or the Canadian Prime Rate, as the case may be, shall be suspended, in each case until the Administrative Agent revokes such notice. Upon receipt of such notice, the relevant Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Eurocurrency Loans in the affected currency or currencies (to the extent Borrower does not elect of the affected Eurocurrency Loans or Interest Periods) or, failing that, will be deemed to maintain have converted such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered request with respect to the Impacted Eurocurrency Loans made or to be made to (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2A) the Administrative Agent US Borrower or the Required Lenders notify Canadian Borrower and denominated in Dollars, into a request for Base Rate Loans in the Administrative Agent amount specified therein; (B) the Canadian Borrower and Borrower that such alternative interest rate does not adequately denominated in Canadian Dollars, into a request for Canadian Prime Rate Loans in the amount specified therein; and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3C) any Lender determines that any Law has made it unlawful, Borrower and denominated in Euros or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest Sterling or to determine or charge the UK Borrower and denominated in Dollars, into a request for Loans bearing interest rates based upon at such rate or any Governmental Authority has imposed material restrictions on as the authority applicable Lenders and the applicable Borrower may agree (or, in the absence of such Lender to do any agreement, shall be repaid as of the foregoing and provides last day of the Administrative Agent and Borrower written notice thereofcurrent Interest Period applicable thereto).

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) Inability to Determine Interest Rate. Subject to Section 2.12(b), if, as of any date: (i) the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon Borrowerabsent manifest error) thatthat “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Base Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (cii) the Required Lenders determine that the LIBO Rate for any reason, in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that “Adjusted Term SOFR” for any requested Interest Period with respect to a proposed LIBOR SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding making and maintaining such LIBOR Loans (in each caseLoan, “Impacted Loans”), Administrative Agent shall give electronic mail or telephonic notice thereof to Borrower and the Required Lenders as soon as practicable thereof. If such have provided notice is given, (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were determination to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with the Administrative Agent will promptly so notify the Administrative Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Administrative Borrower, any obligation of the Lenders to make and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans shall be suspended (to the extent of the affected Lenders, may establish an alternative interest rate for the Impacted LoansSOFR Loans or, in which casethe case of a Term SOFR Borrowing, such alternative rate of interest shall apply the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the Impacted instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or, in the case of a Term SOFR Borrowing, the affected Interest Periods) or, failing that, the Borrower does not elect will be deemed to maintain have converted any such Impacted request into a request for a Borrowing of or conversion to ABR Loans as ABR Loans) until in the amount specified therein and (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3ii) any Lender determines that outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans immediately or, in the case of a Term SOFR Borrowing, at the end of the applicable Interest Period. Upon any Law has made it unlawfulsuch conversion, 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 the Borrower shall also pay accrued interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender amount so converted, together with any additional amounts required pursuant to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereof.Section 2.16. (b)

Inability to Determine Interest Rate. If on or prior to the first day of any Interest Period: (a) Period for any Euro-Currency Loan or Competitive Bid LIBOR Loan, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon Borrower) that, is advised by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Base Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders Reference Banks that Dollar deposits are not available in the relevant amount and for currency (in the applicable amounts) are not being offered to the Reference Banks in the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (in each case, “Impacted Loans”), Administrative Agent shall give electronic mail or telephonic notice thereof to Borrower and the Lenders as soon as practicable thereof. If such notice is given, (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees shall forthwith give notice thereof to do if the Company and the Banks, whereupon until the Administrative Agent notifies the Company that the circumstances giving rise to such notice cease suspension no longer exist, (i) the obligations of the Banks to exist), no further LIBOR make Euro-Currency Loans or to convert outstanding Loans into Euro-Currency Loans shall be made, or continued as such, nor suspended and (ii) each outstanding Euro-Currency Loan in the relevant currency shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agentbe prepaid (or, in consultation with the case of a Euro-Dollar Loan, converted into a Base Rate Loan) on the last day of the then current Interest Period applicable thereto. Unless the relevant Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) notifies the Administrative Agent revokes at least one Domestic Business Day before the notice delivered with respect date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist)borrow on such date, (2i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing in an equal Dollar Amount and (ii) if such Fixed Rate Borrowing is a 39 Competitive Bid LIBOR Borrowing, the Administrative Agent or Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the Required Lenders notify first day to but excluding the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect last day of the cost to such Lenders of funding Interest Period applicable thereto at the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, Base Rate for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofday.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) Inability to Determine Interest Rate. Subject to Section 2.17(b), if, as of any date: (i) the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon Borrowerabsent manifest error) thatthat “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Base Rate for such Interest Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (cii) the Required Lenders determine that the LIBO Rate for any reason, in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that “Adjusted Term SOFR” for any requested Interest Period with respect to a proposed LIBOR SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding making and maintaining such LIBOR Loans (in each caseLoan, “Impacted Loans”), Administrative Agent shall give electronic mail or telephonic notice thereof to Borrower and the Required Lenders as soon as practicable thereof. If such have provided notice is given, (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were determination to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have the right to convert Loans to, LIBOR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans shall be suspended (to the extent of the affected Lenders, may establish an alternative interest rate for the Impacted LoansSOFR Loans or, in which casethe case of a Term SOFR Borrowing, such alternative rate of interest shall apply the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the Impacted instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or, in the case of a Term SOFR Borrowing, the affected Interest Periods) or, failing that, the Borrower does not elect will be deemed to maintain have converted any such Impacted request into a request for a Borrowing of or conversion to ABR Loans as in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans) until (1) Loans immediately or, in the case of a Term SOFR Borrowing, at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 2.21. Subject to Section 2.17(b), if the Administrative Agent revokes the notice delivered with respect determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the Impacted definition thereof, in each case on any given day, the interest rate on ABR Loans (which shall be determined by the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by without reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any clause (c) of the foregoing and provides definition of “ABR” until the Administrative Agent and Borrower written notice thereof.Administrative

Inability to Determine Interest Rate. If Subject to Section 2.20, if on or prior to the first day of any Interest Period: , (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower, absent manifest error) that, by reason of circumstances affecting the relevant market, that reasonable and adequate and reasonable means do not exist for ascertaining Adjusted Term SOFR for the LIBO Base Rate for applicable Interest Period with respect to a proposed SOFR Loan on or prior to the first day of such Interest Period Period; provided that no Benchmark Transition Event shall have occurred at such time, or (bii) the Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and Adjusted Term SOFR determined or to be determined for the relevant such Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Loan does will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders, absent manifest error) of funding making or maintaining their affected Loans during such LIBOR Loans (in each caseInterest Period, “Impacted Loans”), the Administrative Agent shall give electronic mail facsimile or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereofthereafter. If such notice is given, given (x) any LIBOR SOFR Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any ABR Loans that were to have been converted on the first day of such Interest Period to LIBOR SOFR Loans shall be converted to, or continued as, as ABR Loans and (z) any outstanding LIBOR SOFR Loans shall be converted, on the first day of such Interest Period, to ABR Loans. Until Each such notice has been withdrawn by Administrative Agent (which Lender shall promptly notify the Administrative Agent agrees upon any change in such determination of the adequacies and fairness of the Adjusted Term SOFR, and the Administrative Agent shall promptly withdraw its notice to do if the circumstances giving rise to Borrower following receipt of such notice cease to exist)notices from the Required Lenders. Until such withdrawal by the Administrative Agent, no further LIBOR SOFR Loans shall be made, made or continued as such, nor shall the Borrower have the right to convert ABR Loans to, LIBOR to SOFR Loans. Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereof.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , the U.S. Administrative Agent shall have determined (which determination shall be conclusive and binding upon Borrowereach of the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Base Eurocurrency Rate with respect to any Eurocurrency Loan (the “Affected Rate”) for such Interest Period or (b) Administrative Agent shall have received notice from Period, the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (in each case, “Impacted Loans”), U.S. Administrative Agent shall give electronic mail telecopy or telephonic notice thereof to the Parent Borrower and the Lenders as soon as practicable thereofthereafter. If such notice is given, given (xa) any LIBOR Eurocurrency Loans the rate of interest applicable to which is based on the Affected Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans, (yb) any Loans that were to have been converted on the first day of such Interest Period to LIBOR or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate or Affected Rate shall be converted to, to or continued as, as ABR Loans and (zc) any outstanding LIBOR Eurocurrency Loans shall be converted, that were to have been converted on the first day of such Interest PeriodPeriod to or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Rate and that are not otherwise permitted to be converted to or continued as ABR Loans by subsection 4.2 shall, upon demand by the applicable Lenders the Commitment Percentage of which aggregate greater than 50% of such Loans, be immediately repaid by the applicable Borrower on the last day of the then current Interest Period with respect thereto together with accrued interest thereon or otherwise, at the option of the Parent Borrower, shall remain outstanding and bear interest at a rate which reflects, as to ABR Loanseach of the RCF Lenders, such RCF Lender’s cost of funding such Eurocurrency Loans as reasonably determined by such Lender, plus the Applicable Margin hereunder. If any such repayment occurs on a day which is not the last day of the then current Interest Period with respect to such Affected Eurocurrency Loan, the applicable Borrower shall pay to each of the applicable Lenders such amounts, if any, as may be required pursuant to subsection 4.12. Until such notice has been withdrawn by the U.S. Administrative Agent (which the Administrative Agent agrees to do if the circumstances giving rise to such notice cease to exist)Agent, no further LIBOR Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Rate shall be made, made or continued as such, nor shall Borrower any of the Borrowers have the right to convert ABR Loans to, LIBOR Loans. Notwithstanding to Eurocurrency Loans the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect applicable to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereofAffected Rate.