Common use of Interest Rate Determination Clause in Contracts

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice (i) to the Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i) and (ii) to the Company, the Swing Line Banks and the Swing Line Agent of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(ii). (b) If, with respect to any Alternative Currency Daily Rate Advances or Term Rate Advances, the Majority Lenders notify the Administrative Agent that (i) with respect to Advances denominated in Euros or Yen, they are unable to obtain matching deposits in the applicable interbank market at or about the applicable time on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Revolving Credit Advances as part of such Borrowing during its Interest Period or (ii) the applicable Term Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Term Rate Advances for such Interest Period, or the Alternative Currency Daily Rate for the applicable interest payment period will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Alternative Currency Daily Rate Advances, the Administrative Agent shall forthwith so notify each Borrower and the Lenders, whereupon (A) such Borrower will, on the last day of the then existing Interest Period therefor (in the case of Term Rate Advances) or on the next applicable Interest Payment Date (in the case of Alternative Currency Daily Rate Advances), (1) if such Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Advances are denominated in any Alternative Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances, and (B) the obligation of the Lenders to make Term Rate Advances in the same currency as such Term Rate Advances or to make Alternative Currency Daily Rate Advances (if applicable) shall be suspended until the Administrative Agent shall notify each Borrower and the Lenders that the circumstances causing such suspension no longer exist. (c) If any Borrower, in requesting a Revolving Credit Borrowing comprised of Term Rate Advances, shall fail to select the duration of the Interest Period for such Term Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify such Borrower and the Lenders and such Advances will (to the extent such Term Rate Advances remain outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (i) if such Term Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Term Rate Advances are denominated in any Alternative Currency, be exchanged into an Equivalent amount of Dollars and be Converted into Base Rate Advances. (d) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Term Rate Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (B) if such Term Rate Advance is denominated in any Alternative Currency, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, (ii) each Alternative Currency Daily Rate Advance will automatically, on the next Interest Payment Date applicable thereto, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (iii) the obligation of the Lenders to make Term Rate Advances or Alternative Currency Daily Rate Advances shall be suspended. (e) If the applicable Bloomberg screen or Reuters screen, as applicable, is unavailable, (i) the Administrative Agent shall forthwith notify the relevant Borrower and the Lenders that the interest rate cannot be determined for such Term Rate Advances or Alternative Currency Daily Rate Advances, as applicable, (ii) (x) with respect to Term Rate Advances, each such Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance and (B) if such Term Rate Advance is denominated in any Alternative Currency, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (y) with respect to Alternative Currency Daily Rate Advances, each such Advance will (to the extent such Alternative Currency Daily Rate Advance remains outstanding on such day) automatically, on the next Interest Payment Date applicable thereto, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (iii) the obligation of the Lenders to make Term Rate Advances and Alternative Currency Daily Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) Each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each Eurocurrency Rate and each LIBO Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. The Administrative Agent shall give prompt notice (i) to the Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.07(a)(i) and or (ii) to the Company), the Swing Line Banks and the Swing Line Agent rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate determined by the Administrative Agent for purposes of under Section 2.08(a)(ii2.07(a)(ii). (b) If, with respect to any Alternative Currency Daily Rate Advances or Term Eurocurrency Rate Advances, the Majority Required Lenders notify the Administrative Agent that (i) with respect to Advances denominated in Euros or Yen, they are unable to obtain matching deposits in the applicable interbank London inter-bank market at or about the applicable time 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the applicable Term Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders of making, funding or maintaining their respective Term Eurocurrency Rate Advances for such Interest Period, or the Alternative Currency Daily Rate for the applicable interest payment period will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Alternative Currency Daily Rate Advances, the Administrative Agent shall forthwith so notify each Borrower the Company and the Lenders, whereupon (A) the Borrower of such Borrower Eurocurrency Advances will, on the last day of the then existing Interest Period therefor (in the case of Term Rate Advances) or on the next applicable Interest Payment Date (in the case of Alternative Currency Daily Rate Advances)therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Alternative Committed Currency, either (x) prepay such Advances or (y) exchange redenominate such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances, Advances and (B) the obligation of the Lenders to make Term make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances in the same currency as such Term Rate Advances or to make Alternative Currency Daily Rate Advances (if applicable) shall be suspended until the Administrative Agent shall notify each Borrower the Company and the Lenders that the circumstances causing such suspension no longer exist. (c) If any Borrower, in requesting a Revolving Credit Borrowing comprised of Term Rate Advances, Borrower shall fail to select the duration of the any Interest Period for such Term any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Administrative Agent will forthwith so notify such Borrower and the Lenders and such Advances will (to the extent such Term Rate Advances remain outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (i) if such Term Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Term Eurocurrency Rate Advances are denominated in any Alternative a Committed Currency, be exchanged redenominated into an Equivalent amount of Dollars and be Converted into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000 (or the Equivalent thereof in any Committed Currency), such Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Term Eurocurrency Rate Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Eurocurrency Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (B) if such Term Eurocurrency Rate Advance is denominated in any Alternative Committed Currency, be exchanged redenominated into an Equivalent amount of Dollars and Converted into a Base Rate Advance, (ii) each Alternative Currency Daily Rate Advance will automatically, on the next Interest Payment Date applicable thereto, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (iiiii) the obligation of the Lenders to make Term Rate make, or to Convert Advances or Alternative Currency Daily into, Eurocurrency Rate Advances shall be suspended. (ef) If Telerate Markets Page 3750 is unavailable and fewer than two Reference Banks furnish timely information to the applicable Bloomberg screen Agent for determining the Eurocurrency Rate or Reuters screenLIBO Rate for any Eurocurrency Rate Advances or LIBO Rate Advances, as applicable, is unavailablethe case may be, (i) the Administrative Agent shall forthwith notify the relevant Borrower Company and the Lenders that the interest rate cannot be determined for such Term Eurocurrency Rate Advances or Alternative Currency Daily LIBO Rate Advances, as applicablethe case may be, (ii) (x) with respect to Term Eurocurrency Rate Advances, each such Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Eurocurrency Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance and (B) if such Term Eurocurrency Rate Advance is denominated in any Alternative Committed Currency, be prepaid by the applicable Borrower or be automatically exchanged redenominated into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (y) with respect to Alternative Currency Daily Rate Advances, each such Advance will (to the extent such Alternative Currency Daily Rate Advance remains outstanding on such day) automatically, on the next Interest Payment Date applicable thereto, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (iii) the obligation of the Lenders to make Term Eurocurrency Rate Advances and Alternative Currency Daily or LIBO Rate Advances or to Convert Base Rate Advances into Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Company and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice (i) to the Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i) and (ii) to the Company, the Swing Line Banks and the Swing Line Agent of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(ii). (b) If, with respect to any Alternative Currency Daily Rate Advances or Term Eurocurrency Rate Advances, the Majority Required Lenders notify the Administrative Agent that (i) with respect to Advances denominated in Euros or Yen, they are unable to obtain matching deposits in the applicable London interbank market at or about the applicable time 11:00 A.M. (London time) on the second Business Day before the making of a Revolving Credit Borrowing in sufficient amounts to fund their respective Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the applicable Term Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders of making, funding or maintaining their respective Term Eurocurrency Rate Advances for such Interest Period, or the Alternative Currency Daily Rate for the applicable interest payment period will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Alternative Currency Daily Rate Advances, the Administrative Agent shall forthwith so notify each Borrower the Borrowers and the Lenders, whereupon (A) such the applicable Borrower will, on the last day of the then existing Interest Period therefor (in the case of Term Rate Advances) or on the next applicable Interest Payment Date (in the case of Alternative Currency Daily Rate Advances)therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Alternative CurrencyEuro, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances, Advances and (B) the obligation of the Lenders to make Term make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances in the same currency as such Term Rate Advances or to make Alternative Currency Daily Rate Advances (if applicable) shall be suspended until the Administrative Agent shall notify each Borrower the Borrowers and the Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable to Eurocurrency Rate Advances for Euro, the applicable Borrower may elect, by notice to the Administrative Agent and the Lenders, to continue such Advances in Euro for a period of not longer than 30 days, which Advances shall bear interest at a rate per annum equal to the Applicable Margin in respect of Eurocurrency Rate Advances plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Administrative Agent and the applicable Borrower as soon as practicable (but in any event not later than ten Business Days after the first day of such period). (cb) If any Borrower, in requesting a Revolving Credit Borrowing comprised of Term Rate Advances, Borrower shall fail to select the duration of the any Interest Period for such Term any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify such Borrower and the Lenders and such Advances will (to the extent such Term Rate Advances remain outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (i) if such Term Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Term Eurocurrency Rate Advances are denominated in any Alternative CurrencyEuro, be exchanged into an Equivalent amount of Dollars and Convert into Base Rate Advances. (c) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Revolving Credit Borrowing shall be Converted reduced, by payment or prepayment or otherwise, to less than the Revolving Credit Borrowing Minimum, such Advances shall automatically, in the case of Eurocurrency Rate Advances denominated in Dollars, Convert into Base Rate Advances or, in the case of Eurocurrency Rate Advances denominated in Euro, be exchanged into an Equivalent amount of Dollars and Convert into Base Rate Advances. (d) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Term Eurocurrency Rate Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Eurocurrency Rate Advance is Advances are denominated in Dollars, be Converted into a Base Rate Advance Advances and (B) if such Term Eurocurrency Rate Advance is Advances are denominated in any Alternative CurrencyEuro, be exchanged into for an Equivalent amount of Dollars and be Converted into a Base Rate Advance, Advances and (ii) each Alternative Currency Daily Rate Advance will automatically, on the next Interest Payment Date applicable thereto, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (iii) the obligation of the Lenders to make Term Rate make, or to Convert Advances or Alternative Currency Daily into, Eurocurrency Rate Advances shall be suspended. (e) If ; provided that the applicable Bloomberg screen or Reuters screenBorrower may elect, as applicable, is unavailable, (i) by notice to the Administrative Agent shall forthwith notify the relevant Borrower and the Lenders within one Business Day of such Event of Default, to continue such Advances in Euro, whereupon the Administrative Agent may require that the interest rate cannot be determined for each such Term Eurocurrency Rate Advances or Alternative Currency Daily shall bear interest at the Overnight Eurocurrency Rate Advancesfor a period of three Business Days and thereafter, as applicable, (ii) (x) with respect to Term Rate Advances, each such Advance will (to the extent such Term Eurocurrency Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Rate Advance is denominated in Dollars, shall be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance and (B) if such Term Rate Advance is denominated in any Alternative Currency, be prepaid by the applicable Borrower or be automatically exchanged into for an Equivalent amount of Dollars and be Converted into a Base Rate Advance, and (y) with respect to Alternative Currency Daily Rate Advances, each such Advance will (to the extent such Alternative Currency Daily Rate Advance remains outstanding on such day) automatically, on the next Interest Payment Date applicable thereto, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (iii) the obligation of the Lenders to make Term Rate Advances and Alternative Currency Daily Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) Each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. The Administrative Agent shall give prompt notice (i) to the Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.06(a)(i) or (a)(ii) and (ii) to the Company the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.06(a)(ii) (it being understood that the Agent shall not be required to disclose to any party hereto (other than the Company) any information regarding any Reference Bank or any rate provided by such Reference Bank in accordance with the definition of “Eurocurrency Rate”, including, without limitation, whether a Reference Bank has provided a rate or the Swing Line Banks and rate provided by any individual Reference Bank). Each determination by the Swing Line Agent of the applicable an interest rate determined by the Administrative Agent hereunder shall be conclusive and binding for purposes of Section 2.08(a)(ii)all purposes, absent manifest error. (b) If, with respect to any Alternative Currency Daily Rate Advances or Term Eurocurrency Rate Advances, the Majority Required Lenders notify the Administrative Agent that (i) with respect to Advances denominated in Euros or Yen, they are unable to obtain matching deposits in the applicable interbank London inter-bank market at or about the applicable time 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the applicable Term Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders of making, funding or maintaining their respective Term Eurocurrency Rate Advances for such Interest Period, or the Alternative Currency Daily Rate for the applicable interest payment period will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Alternative Currency Daily Rate Advances, the Administrative Agent shall forthwith so notify each Borrower the Company and the Lenders, whereupon (A) such each Borrower will, on the last day of the then existing Interest Period therefor (in the case of Term Rate Advances) or on the next applicable Interest Payment Date (in the case of Alternative Currency Daily Rate Advances), (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Alternative Committed Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances, Advances and (B) the obligation of the Lenders to make Term make, or to Convert Advances into, Eurocurrency Rate Advances in the same currency as such Term Rate Advances or to make Alternative Currency Daily Rate Advances (if applicable) shall be suspended until the Administrative Agent shall notify each Borrower the Company and the Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable, the applicable Borrower may elect, by notice to the Agent and the Lenders, to continue such Advances in such Committed Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Agent and the Company as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period). (c) If any Borrower, in requesting a Revolving Credit Borrowing comprised of Term Rate Advances, Borrower shall fail to select the duration of the any Interest Period for such Term any Eurocurrency Rate Advances made to it in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify such Borrower and the Lenders and such Advances will (to the extent such Term Rate Advances remain outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, therefor (i) if such Term Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Term Eurocurrency Rate Advances are denominated in any Alternative a Committed Currency, be exchanged into for an Equivalent amount of Dollars and Converted into Base Rate Advances; provided, that the applicable Borrower may direct the Agent in the applicable Notice of Borrowing to continue Eurocurrency Rate Advances as successive Interest Periods of the same duration until such Borrower shall give the Agent written notice at least five Business Days prior to the end of an Interest Period in the form of Exhibit B-2 that, as of the end of such Interest Period, the applicable Eurocurrency Rate Advances shall Convert into Base Rate Advances or shall be continued as Eurocurrency Rate Advances having an Interest Period as so notified. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Borrowing Minimum, such Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Converted into Base Rate Advances. (de) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Term Eurocurrency Rate Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Eurocurrency Rate Advance is Advances are denominated in Dollars, be Converted into a Base Rate Advance Advances and (B) if such Term Eurocurrency Rate Advance is Advances are denominated in any Alternative Committed Currency, be exchanged into for an Equivalent amount of Dollars and be Converted into a Base Rate Advance, Advances and (ii) each Alternative Currency Daily Rate Advance will automatically, on the next Interest Payment Date applicable thereto, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (iii) the obligation of the Lenders to make Term Rate make, or to Convert Advances or Alternative Currency Daily into, Eurocurrency Rate Advances shall be suspended. (ef) If the applicable Bloomberg screen or Reuters screen, as applicable, is unavailableunavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Administrative Agent shall forthwith notify the relevant Borrower Company and the Lenders that the interest rate cannot be determined for such Term Rate Advances or Alternative Currency Daily Eurocurrency Rate Advances, as applicable, (ii) (x) with respect to Term Eurocurrency Rate Advances, each such Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, therefor (A) if such Term Eurocurrency Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower or be automatically Converted Convert into a Base Rate Advance and (B) if such Term Eurocurrency Rate Advance is denominated in any Alternative Committed Currency, be prepaid by the applicable Borrower or be automatically exchanged into for an Equivalent amount of Dollars and be Converted into a Base Rate Advance, and Advance (y) with respect to Alternative Currency Daily Rate Advances, each or if such Advance will (to the extent such Alternative Currency Daily Rate Advance remains outstanding on such day) automatically, on the next Interest Payment Date applicable thereto, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Term Eurocurrency Rate Advances and Alternative Currency Daily or to Convert Advances into Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Company and the Lenders that the circumstances causing such suspension no longer exist. (g) Notwithstanding anything to the contrary in this Agreement, if the Agent determines (which determination shall be conclusive absent manifest error), or the Required Lenders notify the Agent (with a copy to the Company) that the Required Lenders have determined, that: (i) adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for any requested Interest Period, including, without limitation, because the Eurocurrency Rate as determined by the first method described in the definition of “Eurocurrency Rate” is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the supervisor for the administrator of LIBOR (as defined below) or a governmental authority having jurisdiction over the Agent has made a public statement identifying a specific date after which LIBOR shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), then, after such determination by the Agent or receipt by the Agent of such notice, as applicable, the Agent and the Company may amend this Agreement to replace LIBOR and the Eurocurrency Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that has been broadly accepted by the syndicated loan market in the United States in lieu of LIBOR (any such proposed rate, a “LIBOR Successor Rate”, which rate, if less than zero, shall be deemed to be zero for purposes of this Agreement), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and, notwithstanding anything to the contrary in Section 9.01, any such amendment shall become effective at 5:00 p.m. (New York time) on the tenth Business Day after the Agent shall have posted such proposed amendment to all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Agent notice that such Required Lenders do not accept such amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred, the obligation of the Lenders to make or maintain Eurocurrency Rate Advances shall be suspended (to the extent of the affected Eurocurrency Rate Advances or Interest Periods) and the determination of the Base Rate shall be made without regard to clause (c) of the definition thereof. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing comprised of, conversion to or continuation of Eurocurrency Rate Advances (to the extent of the affected Eurocurrency Rate Advances or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Advances in the amount specified therein.

Interest Rate Determination. (a) The Administrative --------------------------- Agent shall give prompt notice (i) to the Company Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.06(a)(i) and or (ii) to the Company, the Swing Line Banks and the Swing Line Agent of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(ii). (b) If, with respect to any Alternative Currency Daily Rate Advances or Term Eurocurrency Rate Advances, the Majority Required Lenders notify the Administrative Agent that (i) with respect to Advances denominated in Euros or Yen, they are unable to obtain matching deposits in the applicable interbank market at or about the applicable time on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Revolving Credit Advances as part of such Borrowing during its Interest Period or (ii) the applicable Term Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders of making, funding or maintaining their respective Term Eurocurrency Rate Advances for such Interest Period, or the Alternative Currency Daily Rate for the applicable interest payment period will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Alternative Currency Daily Rate Advances, the Administrative Agent shall forthwith so notify each the Borrower and the Lenders, whereupon whereupon, (Ai) such Borrower willeach Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor (in the case of Term Rate Advances) or on the next applicable Interest Payment Date (in the case of Alternative Currency Daily Rate Advances)therefor, (1) if such Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advances and Advance, and (2) if such Advances are denominated in any Alternative Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances, and (Bii) the obligation of the Lenders to make Term make, or to Convert Revolving Advances into, Eurocurrency Rate Advances in the same currency as such Term Rate Advances or to make Alternative Currency Daily Rate Advances (if applicable) shall be suspended until the Administrative Agent shall notify each the Borrower and the Lenders that the circumstances causing such suspension no longer exist. (c) If any Borrower, in requesting a Revolving Credit Borrowing comprised of Term Rate Advances, the Borrower shall fail to select the duration of the any Interest Period for such Term any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Administrative Agent will forthwith so notify such the Borrower and the Lenders and such Revolving Advances will (to the extent such Term Rate Advances remain outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (i) if such Term Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Term Rate Advances are denominated in any Alternative Currency, be exchanged into an Equivalent amount of Dollars and be Converted into Base Rate Advances. (d) Upon On the occurrence and during date on which the continuance aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Event of Default under Section 6.01(a)Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000 (i) each Term Rate Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (B) if such Term Rate Advance is denominated or its equivalent in any Alternative Currency), be exchanged such Revolving Advances shall automatically Convert into an Equivalent amount of Dollars and Converted into a Base Rate Advance, (ii) each Alternative Currency Daily Rate Advance will automatically, on Advances at the next Interest Payment Date applicable thereto, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (iii) the obligation end of the Lenders to make Term Rate Advances or Alternative Currency Daily Rate Advances shall be suspended. (e) If the applicable Bloomberg screen or Reuters screen, as applicable, is unavailable, (i) the Administrative Agent shall forthwith notify the relevant Borrower and the Lenders that the interest rate cannot be determined Interest Period for such Term Rate Advances or Alternative Currency Daily Rate Revolving Advances, as applicable, (ii) (x) with respect to Term Rate Advances, each such Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance and (B) if such Term Rate Advance is denominated in any Alternative Currency, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (y) with respect to Alternative Currency Daily Rate Advances, each such Advance will (to the extent such Alternative Currency Daily Rate Advance remains outstanding on such day) automatically, on the next Interest Payment Date applicable thereto, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (iii) the obligation of the Lenders to make Term Rate Advances and Alternative Currency Daily Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice (i) to the Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i) and or (ii) to the Company, the Swing Line Banks and the Swing Line Agent of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(ii). (b) If, with respect to any Alternative Currency Daily Term SOFR Rate Advances or Term Rate Advances, Alternative Currency Advances (i) the Majority Required Lenders notify the Administrative Agent that (iA) with respect if applicable for an Alternative Currency, deposits are not being offered to Advances denominated in Euros or Yen, they are unable to obtain matching deposits banks in the applicable offshore interbank market at or about for such currency for the applicable time on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Revolving Credit Advances as part of such Borrowing during its amount and Interest Period or determination date(s), as applicable to such Alternative Currency Advance or (iiB) the applicable Term SOFR Rate or Alternative Currency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders of making, funding or maintaining their respective Term SOFR Rate Advances or Alternative Currency Rate for such Interest Period, Period or (ii) the Agent determines the interest rate applicable to Term SOFR Rate Advances or Alternative Currency Daily Rate for Advances is not ascertainable or available (including, without limitation, because the applicable interest payment period will not adequately reflect the cost to Bloomberg screen (or on any successor or substitute page on such Majority Lenders of making, funding or maintaining their respective Alternative Currency Daily Rate Advancesscreen) is unavailable), the Administrative Agent shall forthwith so notify each Borrower the Company and the Lenders, whereupon (A) the Borrower of such Borrower Term SOFR Rate Advances or Alternative Currency Advances will, on the last day of the then existing Interest Period therefor (in the case of Term Rate Advances) or on the next applicable Interest Payment Date (in the case of Alternative Currency Daily Rate Advances)therefor, (1) if such Advances are denominated in DollarsTerm SOFR Rate Advances, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Advances are denominated in any Alternative CurrencyAlternate Currency Advances, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances, Advances and (B) the obligation of the Lenders to make make, or to Convert Advances into, Term Rate Advances in the same currency as such Term SOFR Rate Advances or to make Alternative Currency Daily Rate Advances (if applicable) shall be suspended until the Administrative Agent shall notify each Borrower the Company and the Lenders that the circumstances causing such suspension no longer exist. (c) If any Borrower, in requesting a Revolving Credit Borrowing comprised of Term Rate Advances, Borrower shall fail to select the duration of the any Interest Period for such any Term SOFR Rate Advances or Alternative Currency Term Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify such Borrower and the Lenders and such Advances will (to the extent such Term Rate Advances remain outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (i) if such Term Rate Advances are denominated in DollarsTerm SOFR Rate Advances, Convert into Base Rate Advances and (ii) if such Term Rate Advances are denominated in any Alternative CurrencyCurrency Advances, be exchanged into for an Equivalent amount of Dollars and be Converted Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Term SOFR Rate Advances or Alternative Currency Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Borrowing Minimum, such Advances shall automatically (i) if such Advances are Term SOFR Rate Advances, Convert into Base Rate Advances and (ii) if such Advances are Alternative Currency Rate Advances, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Term SOFR Rate Advance and Alternative Currency Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Advances are Term SOFR Rate Advance is denominated in DollarsAdvances, be Converted into a Base Rate Advance Advances and (B) if such Term Rate Advance is denominated in any Advances are Alternative CurrencyCurrency Advances, be exchanged into for an Equivalent amount of Dollars and be Converted into a Base Rate Advance, Advances and (ii) each Alternative Currency Daily Rate Advance will automatically, on the next Interest Payment Date applicable thereto, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (iii) the obligation of the Lenders to make Term SOFR Rate Advances or Alternative Currency Daily Advances, or to Convert Advances into Term SOFR Rate Advances Advances, shall be suspended. (e) If the applicable Bloomberg screen or Reuters screen, as applicable, is unavailable, (i) the Administrative Agent shall forthwith notify the relevant Borrower and the Lenders that the interest rate cannot be determined for such Term Rate Advances or Alternative Currency Daily Rate Advances, as applicable, (ii) (x) with respect to Term Rate Advances, each such Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance and (B) if such Term Rate Advance is denominated in any Alternative Currency, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (y) with respect to Alternative Currency Daily Rate Advances, each such Advance will (to the extent such Alternative Currency Daily Rate Advance remains outstanding on such day) automatically, on the next Interest Payment Date applicable thereto, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (iii) the obligation of the Lenders to make Term Rate Advances and Alternative Currency Daily Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice (i) to the Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i) and (ii) to the Company, the Swing Line Banks and the Swing Line Agent of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(ii). (b) If, with respect to any Alternative Currency Daily Rate Advances or Term Eurocurrency Rate Advances, the Majority Lenders notify the Administrative Agent that (i) with respect to Advances denominated in Euros or Yen, they are unable to obtain matching deposits in the applicable London interbank market at or about the applicable time 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Revolving Credit Advances as part of such Borrowing during its Interest Period or (ii) the applicable Term Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Term Eurocurrency Rate Advances for such Interest Period, or the Alternative Currency Daily Rate for the applicable interest payment period will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Alternative Currency Daily Rate Advances, the Administrative Agent shall forthwith so notify each Borrower the Company and the Lenders, whereupon (A) such Borrower the Company will, on the last day of the then existing Interest Period therefor (in the case of Term Rate Advances) or on the next applicable Interest Payment Date (in the case of Alternative Currency Daily Rate Advances)therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Alternative Major Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances, and (B) the obligation of the Lenders to make Term Eurocurrency Rate Advances in the same currency as such Term Eurocurrency Rate Advances or to make Alternative Currency Daily Rate Advances (if applicable) shall be suspended until the Administrative Agent shall notify each Borrower the Company and the Lenders that the circumstances causing such suspension no longer exist. (c) If any Borrowerthe Company, in requesting a Revolving Credit Borrowing comprised of Term Eurocurrency Rate Advances, shall fail to select the duration of the Interest Period for such Term Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify such Borrower the Company and the Lenders and such Advances will (to the extent such Term Eurocurrency Rate Advances remain outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (i) if such Term Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Term Eurocurrency Rate Advances are denominated in any Alternative Major Currency, be exchanged into an Equivalent amount of Dollars and be Converted into Base Rate Advances. (d) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Term Eurocurrency Rate Advance will (to the extent such Term Eurocurrency Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Eurocurrency Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (B) if such Term Eurocurrency Rate Advance is denominated in any Alternative Major Currency, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, (ii) each Alternative Currency Daily Rate Advance will automatically, on the next Interest Payment Date applicable thereto, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (iiiii) the obligation of the Lenders to make Term Rate Advances or Alternative Currency Daily Eurocurrency Rate Advances shall be suspended. (e) If the applicable Bloomberg screen or Reuters screen, as applicable, Page is unavailable, (i) the Administrative Agent shall forthwith notify the relevant Borrower Company and the Lenders that the interest rate cannot be determined for such Term Rate Advances or Alternative Currency Daily Eurocurrency Rate Advances, as applicable, (ii) (x) with respect to Term Eurocurrency Rate Advances, each such Advance will (to the extent such Term Eurocurrency Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Eurocurrency Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower Company or be automatically Converted into a Base Rate Advance and (B) if such Term Eurocurrency Rate Advance is denominated in any Alternative Major Currency, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (y) with respect to Alternative Currency Daily Rate Advances, each such Advance will (to the extent such Alternative Currency Daily Rate Advance remains outstanding on such day) automatically, on the next Interest Payment Date applicable thereto, be prepaid by the applicable Borrower Company or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (iii) the obligation of the Lenders to make Term Rate Advances and Alternative Currency Daily Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Company and the Lenders that the circumstances causing such suspension no longer exist. (f) If at any time the Administrative Agent determines in good faith, or the Company or the Majority Lenders notify the Administrative Agent (with, in the case of the Majority Lenders, a copy to the Company) that the Company or the Majority Lenders (as applicable) have determined in good faith, that (i) adequate and reasonable means do not exist for determining the Eurocurrency Rate and such circumstances are unlikely to be temporary, (ii) the administrator of the Eurocurrency Rate or a governmental authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Eurocurrency Rate shall no longer be used for determining interest rates for loans (such specific date, the “Scheduled Unavailability Date”) or (iii) a new benchmark interest rate to replace LIBOR has become broadly accepted by the syndicated loan market in the United States, then the Administrative Agent and the Company may amend this Agreement to establish an alternate rate of interest to the Eurocurrency Rate 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 together with any proposed LIBOR Successor Rate Conforming Changes, and, notwithstanding any provision of this Agreement or any other Loan Document to the contrary, any such amendment shall become effective at 5:00 P.M. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders unless, prior to such time, Lenders comprising the Majority Lenders have delivered to the Administrative Agent notice that such Majority Lenders do not accept such amendment; provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. If no such alternate rate of interest has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Advances shall be suspended (to the extent of the affected Eurocurrency Rate Advances or Interest Periods) and each such Advance will (to the extent such Eurocurrency Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, be prepaid by the Company or be automatically Converted into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Major Currency, be prepaid by the Company or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Advances (to the extent of the affected Eurocurrency Rate Advances or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing comprised of Base Rate Advances in the amount specified therein.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice (i) to the Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i) and (ii) to the Company, the Swing Line Banks and the Swing Line Agent of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(ii2.07(a). (b) IfSubject to Section 2.21, if, with respect to any Alternative Currency Daily Benchmark Rate Advances or Term Rate Advancesunder any Facility, the Majority Lenders owed at least 51% of the aggregate principal amount thereof notify the Administrative Agent that (i) with respect to Advances denominated in Euros or Yen, they are unable to obtain matching deposits in the applicable interbank inter-bank market at or about the applicable time 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Revolving Credit Benchmark Rate Advances as a part of such Borrowing during its Interest Period or Period, (ii) the applicable Term Benchmark Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Term Benchmark Rate Advances for such Interest Period, Period or (iii) the Alternative Currency Daily Simple SOFR Rate for the applicable interest payment period will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Alternative Currency Daily Simple SOFR Rate Advances, the Administrative Agent shall forthwith so notify each Borrower the Company and the Lenders, whereupon (A) the Borrower of such Borrower Term Benchmark Rate Advances will, on the last day of the then existing Interest Period therefor (in the case of Term Rate Advances) or on the next applicable Interest Payment Date (in the case of Alternative Currency Daily Rate Advances)therefor, (1) if such Benchmark Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Benchmark Rate Advances are denominated in any Alternative Committed Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances, (B) the Borrower of such Daily Simple SOFR Rate Advances will on the Interest Payment Date therefor either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (BC) the obligation of the Lenders to make Term make, or to Convert Advances into, Benchmark Rate Advances in bearing interest at the same currency as such Term Rate Advances or to make Alternative Currency Daily Rate Advances (if applicable) applicable rate shall be suspended until the Administrative Agent shall notify each Borrower the Company and the Lenders that the circumstances causing such suspension no longer exist. (c) If any Borrower, in requesting a Revolving Credit Borrowing comprised of Term Rate Advances, Borrower shall fail to select the duration of the any Interest Period for such any Term Benchmark Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify such Borrower and the Lenders and such Advances will (to the extent such Term Rate Advances remain outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (i) if such Term Benchmark Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Term Benchmark Rate Advances are denominated in any Alternative a Committed Currency, be exchanged into for an Equivalent amount of Dollars and be Converted Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Benchmark Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Borrowing Minimum, such Advances shall automatically (i) if such Benchmark Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Benchmark Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Term Benchmark Rate Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Benchmark Rate Advance is Advances are denominated in Dollars, be Converted into a Base Rate Advance Advances and (B) if such Term Benchmark Rate Advance is Advances are denominated in any Alternative Committed Currency, be exchanged into for an Equivalent amount of Dollars and be Converted into a Base Rate AdvanceAdvances, (ii) each Alternative Currency Daily Simple SOFR Rate Advance will automatically, on the next Interest Payment Date applicable thereto, immediately automatically be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance Advances and (iii) the obligation of the Lenders to make Term Rate make, or to Convert Advances or Alternative Currency Daily into, Benchmark Rate Advances shall be suspended. (ef) If Subject to Section 2.21, if the applicable Bloomberg screen or Reuters screenis unavailable for determining the rate for any Benchmark Rate Advances, as applicable, is unavailableand no other commercially available source providing quotations of the applicable rate have been agreed by the Agent and the Company, (i) the Administrative Agent shall forthwith notify the relevant applicable Borrower and the Lenders that the interest rate cannot be determined for such Term Rate Advances or Alternative Currency Daily Benchmark Rate Advances, as applicable, (ii) (x) with respect to Term Rate Advances, each such Term Benchmark Rate Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Benchmark Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower or be automatically Converted Convert into a Base Rate Advance and (B) if such Term Benchmark Rate Advance is denominated in any Alternative Committed Currency, be prepaid by the applicable Borrower or be automatically exchanged into for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, and will continue as a Base Rate Advance), (yiii) with respect to Alternative Currency Daily Rate Advances, each such Daily Simple SOFR Rate Advance will (to the extent such Alternative Currency Daily Rate Advance remains outstanding on such day) automatically, on the next Interest Payment Date applicable thereto, be prepaid by the applicable Borrower or be therefor automatically exchanged into an Equivalent amount of Dollars and Converted Convert into a Base Rate Advance, and (iiiiv) the obligation of the Lenders to make Term Benchmark Rate Advances and Alternative Currency Daily or to Convert Advances comprising a Borrowing into Benchmark Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Company and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice (i) to the Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i) and (ii) to the Company, the Swing Line Banks and the Swing Line Agent of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(ii). (b) If, with respect to any Alternative Currency Daily Rate Advances or Term Eurocurrency Rate Advances, the Majority Lenders notify the Administrative Agent that (i) with respect to Advances denominated in Euros or Yen, they are unable to obtain matching deposits in the applicable London interbank market at or about the applicable time 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Revolving Credit Advances as part of such Borrowing during its Interest Period or (ii) the applicable Term Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Term Eurocurrency Rate Advances for such Interest Period, or the Alternative Currency Daily Rate for the applicable interest payment period will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Alternative Currency Daily Rate Advances, the Administrative Agent shall forthwith so notify each Borrower the Company and the Lenders, whereupon (A) such Borrower the Company will, on the last day of the then existing Interest Period therefor (in the case of Term Rate Advances) or on the next applicable Interest Payment Date (in the case of Alternative Currency Daily Rate Advances)therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Alternative Major Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances, and (B) the obligation of the Lenders to make Term Eurocurrency Rate Advances in the same currency as such Term Eurocurrency Rate Advances or to make Alternative Currency Daily Rate Advances (if applicable) shall be suspended until the Administrative Agent shall notify each Borrower the Company and the Lenders that the circumstances causing such suspension no longer exist. (c) If any Borrowerthe Company, in requesting a Revolving Credit Borrowing comprised of Term Eurocurrency Rate Advances, shall fail to select the duration of the Interest Period for such Term Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify such Borrower the Company and the Lenders and such Advances will (to the extent such Term Eurocurrency Rate Advances remain outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (i) if such Term Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Term Eurocurrency Rate Advances are denominated in any Alternative Major Currency, be exchanged into an Equivalent amount of Dollars and be Converted into Base Rate Advances. (d) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Term Eurocurrency Rate Advance will (to the extent such Term Eurocurrency Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Eurocurrency Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (B) if such Term Eurocurrency Rate Advance is denominated in any Alternative Major Currency, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, (ii) each Alternative Currency Daily Rate Advance will automatically, on the next Interest Payment Date applicable thereto, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (iiiii) the obligation of the Lenders to make Term Rate Advances or Alternative Currency Daily Eurocurrency Rate Advances shall be suspended. (e) If the applicable Bloomberg screen or Reuters screen, as applicable, Page is unavailable, (i) the Administrative Agent shall forthwith notify the relevant Borrower Company and the Lenders that the interest rate cannot be determined for such Term Rate Advances or Alternative Currency Daily Eurocurrency Rate Advances, as applicable, (ii) (x) with respect to Term Eurocurrency Rate Advances, each such Advance will (to the extent such Term Eurocurrency Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Eurocurrency Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower Company or be automatically Converted into a Base Rate Advance and (B) if such Term Eurocurrency Rate Advance is denominated in any Alternative Major Currency, be prepaid by the applicable Borrower Company or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and Advance (y) with respect to Alternative Currency Daily Rate Advances, each or if such Advance will (to the extent such Alternative Currency Daily Rate Advance remains outstanding on such day) automatically, on the next Interest Payment Date applicable thereto, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Term Rate Advances and Alternative Currency Daily Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Company and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice (i) to the Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i) and 2.07(a)(i), (ii), (iii) to the Company, the Swing Line Banks and the Swing Line Agent of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(iior (iv). (b) If, with respect to any Alternative Currency Daily Rate Advances or Term Rate Advances, If the Majority Required Lenders notify the Administrative Agent that (i) with respect to Advances denominated in Euros or Yenany EURIBOR Advances, they are unable to obtain matching deposits in the applicable interbank inter-bank market at or about the applicable time 11:00 A.M. (Brussels time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Revolving Credit Advances as a part of such Borrowing during its Interest Period or Period, (ii) the applicable with respect to any EURIBOR Advances or Term Rate SOFR Advances, EURIBOR or Term SOFR for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders of making, funding or maintaining their respective EURIBOR Advances or Term Rate SOFR Advances for such Interest PeriodPeriod or (iii) with respect to any ▇▇▇▇▇ Advances, or the Alternative Currency Daily Rate for the applicable interest payment period ▇▇▇▇▇ will not adequately reflect the cost to such Majority Required Lenders of making, funding or maintaining their respective Alternative Currency Daily Rate ▇▇▇▇▇ Advances, the Administrative Agent shall forthwith so notify each Borrower the Company and the Lenders, whereupon (A) the Borrower of such Borrower ▇▇▇▇▇▇▇ Advances or Term SOFR Advances will, on the last day of the then existing Interest Period therefor therefor, (1) in the case of Term Rate SOFR Advances) or on the next applicable Interest Payment Date (in the case of Alternative Currency Daily Rate Advances), (1) if such Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Advances are denominated in any Alternative Currencythe case of ▇▇▇▇▇▇▇ Advances, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate AdvancesAdvances in the Equivalent amount of Dollars, (B) the Borrower of such ▇▇▇▇▇ Advances will, immediately after receipt of such notice, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances in the Equivalent amount of Dollars, and (B) the obligation of the Lenders to make Term SOFR Advances, ▇▇▇▇▇▇▇ Advances or ▇▇▇▇▇ Advances, as applicable, or to Convert Base Rate Advances in the same currency as such into Term Rate Advances or to make Alternative Currency Daily Rate Advances (if applicable) SOFR Advances, shall be suspended until the Administrative Agent shall notify each Borrower the Company and the Lenders that the circumstances causing such suspension no longer exist. (c) If any Borrower, in requesting a Revolving Credit Borrowing comprised of Term Rate Advances, Borrower shall fail to select the duration of the any Interest Period for such Term Rate any EURIBOR Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify such Borrower and the Lenders and such Advances will (to the extent such Term Rate Advances remain outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances in the Equivalent amount of Dollars. (d) On the date on which the aggregate unpaid principal amount of Term SOFR Advances, ▇▇▇▇▇ Advances or ▇▇▇▇▇▇▇ Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000 (or the Equivalent thereof in any Committed Currency), such Advances shall automatically (i) if such in the case of Term Rate Advances are denominated in DollarsSOFR Advances, Convert into Base Rate Advances and (ii) if such Term in the case of ▇▇▇▇▇▇▇ Advances or ▇▇▇▇▇ Advances, Convert into Base Rate Advances are denominated in any Alternative Currency, be exchanged into an the Equivalent amount of Dollars and be Converted into Base Rate AdvancesDollars. (de) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) (A) each Term Rate SOFR Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (B) if such Term Rate Advance is denominated in any Alternative Currency, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, (iiB) each Alternative Advance that is denominated in any Committed Currency Daily Rate which accrues interest at a daily rate shall continue to remain outstanding, and (C) each Advance will that is denominated in any Committed Currency which accrues interest at a term rate shall automatically, on the next last day of the then existing Interest Payment Date applicable theretoPeriod for such Advance and subject to Section 2.08(f)(ii), be exchanged into continued with an Equivalent amount Interest Period of Dollars and Converted into a Base Rate Advance one month and (iiiii) the obligation of the Lenders to make Convert Dollar-denominated Advances into Term Rate Advances or Alternative Currency Daily Rate SOFR Advances shall be suspended. (ef) If any of the applicable Bloomberg sources used to determine an interest rate hereunder (including, without limitation, any of the screen pages specified herein or Reuters screen, as applicable, any of the substitute or successor pages thereto) is unavailable, (i) the Administrative Agent shall forthwith notify the relevant Borrower Company and the Lenders that the interest rate cannot be determined for such Term Rate Advances or Alternative Currency Daily Rate the applicable Advances, as applicable, (ii) (x) with respect to Term Rate Advances, each such Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, therefor (Ain the case of Term SOFR or EURIBOR Advances) if such Term Rate Advance is denominated or immediately (in Dollarsthe case of ▇▇▇▇▇ Advances), be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance and (B) if such Term Rate Advance is denominated in any Alternative Currency, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (y) with respect to Alternative Currency Daily Rate Advances, each such Advance will (to the extent such Alternative Currency Daily Rate Advance remains outstanding on such day) automatically, on the next Interest Payment Date applicable thereto, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate AdvanceDollars, and (iii) the obligation of the Lenders to make Term Rate Advances and Alternative Currency Daily Rate such Advances shall be suspended until the Administrative Agent shall notify the Borrowers Company and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice (i) to the Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i) and 2.07(a)(i), (ii), (iii) to the Company, the Swing Line Banks and the Swing Line Agent of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(iior (iv). (b) If, with respect to any Alternative Currency Daily Rate Advances or Term Rate Advances, If the Majority Required Lenders notify the Administrative Agent that (i) with respect to Advances denominated in Euros or Yenany EURIBOR Advances, they are unable to obtain matching deposits in the applicable interbank inter-bank market at or about the applicable time 11:00 A.M. (Brussels time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Revolving Credit Advances as a part of such Borrowing during its Interest Period or Period, (ii) the applicable with respect to any EURIBOR Advances or Term Rate SOFR Advances, EURIBOR or Term SOFR for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders of making, funding or maintaining their respective EURIBOR Advances or Term Rate SOFR Advances for such Interest PeriodPeriod or (iii) with respect to any ▇▇▇▇▇ Advances, or the Alternative Currency Daily Rate for the applicable interest payment period ▇▇▇▇▇ will not adequately reflect the cost to such Majority Required Lenders of making, funding or maintaining their respective Alternative Currency Daily Rate ▇▇▇▇▇ Advances, the Administrative Agent shall forthwith so notify each Borrower the Company and the Lenders, whereupon (A) the Borrower of such Borrower EURIBOR Advances or Term SOFR Advances will, on the last day of the then existing Interest Period therefor therefor, (1) in the case of Term Rate SOFR Advances) or on the next applicable Interest Payment Date (in the case of Alternative Currency Daily Rate Advances), (1) if such Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Advances are denominated in any Alternative Currencythe case of EURIBOR Advances, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate AdvancesAdvances in the Equivalent amount of Dollars, (B) the Borrower of such ▇▇▇▇▇ Advances will, immediately after receipt of such notice, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances in the Equivalent amount of Dollars, and (B) the obligation of the Lenders to make Term SOFR Advances, EURIBOR Advances or ▇▇▇▇▇ Advances, as applicable, or to Convert Base Rate Advances in the same currency as such into Term Rate Advances or to make Alternative Currency Daily Rate Advances (if applicable) SOFR Advances, shall be suspended until the Administrative Agent shall notify each Borrower the Company and the Lenders that the circumstances causing such suspension no longer exist. (c) If any Borrower, in requesting a Revolving Credit Borrowing comprised of Term Rate Advances, Borrower shall fail to select the duration of the any Interest Period for such Term Rate any EURIBOR Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify such Borrower and the Lenders and such Advances will (to the extent such Term Rate Advances remain outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances in the Equivalent amount of Dollars. (d) On the date on which the aggregate unpaid principal amount of Term SOFR Advances, ▇▇▇▇▇ Advances or EURIBOR Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000 (or the Equivalent thereof in any Committed Currency), such Advances shall automatically (i) if such in the case of Term Rate Advances are denominated in DollarsSOFR Advances, Convert into Base Rate Advances and (ii) if such Term in the case of EURIBOR Advances or ▇▇▇▇▇ Advances, Convert into Base Rate Advances are denominated in any Alternative Currency, be exchanged into an the Equivalent amount of Dollars and be Converted into Base Rate AdvancesDollars. (de) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) (A) each EURIBOR Advance and each ▇▇▇▇▇ Advance will automatically, on the last day of the then existing Interest Period for each EURIBOR Advance or immediately, in the case of each ▇▇▇▇▇ Advance, be Converted into a Base Rate Advance in the Equivalent amount of Dollars, (B) each Term Rate SOFR Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (BC) if such Term Rate Advance is denominated in any Alternative Committed Currency, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, (ii) each Alternative Currency Daily Rate Advance will automatically, on the next Interest Payment Date applicable thereto, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance in the Equivalent amount of Dollars and (iiiii) the obligation of the Lenders to make Term Rate Advances make, or Alternative Currency Daily Rate Advances shall be suspended.to Convert (ef) If any of the applicable Bloomberg sources used to determine an interest rate hereunder (including, without limitation, any of the screen pages specified herein or Reuters screen, as applicable, any of the substitute or successor pages thereto) is unavailable, , (i) the Administrative Agent shall forthwith notify the relevant Borrower Company and the Lenders that the interest rate cannot be determined for such Term Rate Advances or Alternative Currency Daily Rate the applicable Advances, as applicable, (ii) (x) with respect to Term Rate Advances, each such Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, therefor (Ain the case of Term SOFR or EURIBOR Advances) if such Term Rate Advance is denominated or immediately (in Dollarsthe case of ▇▇▇▇▇ Advances), be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance and (B) if such Term Rate Advance is denominated in any Alternative Currency, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate AdvanceDollars, and (y) with respect to Alternative Currency Daily Rate Advances, each such Advance will (to the extent such Alternative Currency Daily Rate Advance remains outstanding on such day) automatically, on the next Interest Payment Date applicable thereto, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (iii) the obligation of the Lenders to make Term Rate Advances and Alternative Currency Daily Rate such Advances shall be suspended until the Administrative Agent shall notify the Borrowers Company and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice (i) to the Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i) and (ii) to the Company, the Swing Line Banks and the Swing Line Agent of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(ii). (b) If, with respect to any Alternative Currency Daily Rate Advances or Term Rate Advances, the Majority Lenders notify the Administrative Agent that (i) with respect to Advances denominated in Euros or Yen, they are unable to obtain matching deposits in the applicable interbank market at or about the applicable time on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Revolving Credit Advances as part of such Borrowing during its Interest Period or (ii) the applicable Term Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Term Rate Advances for such Interest Period, or the Alternative Currency Daily Rate for the applicable interest payment period will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Alternative Currency Daily Rate Advances, the Administrative Agent shall forthwith so notify each Borrower and the Lenders, whereupon (A) such Borrower will, on the last day of the then existing Interest Period therefor (in the case of Term Rate Advances) or on the next applicable Interest Payment Date (in the case of Alternative Currency Daily Rate Advances), (1) if such Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Advances are denominated in any Alternative Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances, and (B) the obligation of the Lenders to make Term Rate Advances in the same currency as such Term Rate Advances or to make Alternative Currency Daily Rate Advances (if applicable) shall be suspended until the Administrative Agent shall notify each Borrower and the Lenders that the circumstances causing such suspension no longer exist. (c) If any Borrower, in requesting a Revolving Credit Borrowing comprised of Term Rate Advances, shall fail to select the duration of the Interest Period for such Term Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify such Borrower and the Lenders and such Advances will (to the extent such Term Rate Advances remain outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (i) if such Term Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Term Rate Advances are denominated in any Alternative Currency, be exchanged into an Equivalent amount of Dollars and be Converted into Base Rate Advances. (d) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Term Rate Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (B) if such Term Rate Advance is denominated in any Alternative Currency, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, (ii) each Alternative Currency Daily Rate Advance will automatically, on the next Interest Payment Date applicable thereto, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (iii) the obligation of the Lenders to make Term Rate Advances or Alternative Currency Daily Rate Advances shall be suspended. (e) If the applicable Bloomberg screen or Reuters screen, as applicable, is unavailable, (i) the Administrative Agent shall forthwith notify the relevant Borrower and the Lenders that the interest rate cannot be determined for such Term Rate Advances or Alternative Currency Daily Rate Advances, as applicable, , (ii) (x) with respect to Term Rate Advances, each such Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance and (B) if such Term Rate Advance is denominated in any Alternative Currency, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (y) with respect to Alternative Currency Daily Rate Advances, each such Advance will (to the extent such Alternative Currency Daily Rate Advance remains outstanding on such day) automatically, on the next Interest Payment Date applicable thereto, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (iii) the obligation of the Lenders to make Term Rate Advances and Alternative Currency Daily Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice (i) to the Company and the Appropriate Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.07(a)(i) and or (ii) to the Company, the Swing Line Banks and the Swing Line Agent of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(ii). (b) IfSubject to Section 2.21, if, with respect to any Alternative Currency Daily Eurocurrency Rate Advances or Term Rate AdvancesBorrowing under any Facility, the Majority Lenders owed at least 51% of the aggregate principal amount thereof notify the Administrative Agent that (i) with respect to Advances denominated in Euros or Yen, they are unable to obtain matching deposits in the applicable interbank London inter-bank market at or about the applicable time 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Revolving Credit Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the applicable Term Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Term Eurocurrency Rate Advances for such Interest Period, or the Alternative Currency Daily Rate for the applicable interest payment period will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Alternative Currency Daily Rate Advances, the Administrative Agent shall forthwith so notify each Borrower the Company and the Appropriate Lenders, whereupon (A) the Borrower of such Borrower Eurocurrency Rate Advances will, on the last day of the then existing Interest Period therefor (in the case of Term Rate Advances) or on the next applicable Interest Payment Date (in the case of Alternative Currency Daily Rate Advances)therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Alternative Committed Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances, Advances and (B) the obligation of the Appropriate Lenders to make Term make, or to Convert Advances into, Eurocurrency Rate Advances in the same currency as such Term Rate Advances or to make Alternative Currency Daily Rate Advances (if applicable) shall be suspended until the Administrative Agent shall notify each Borrower the Company and the Lenders that the circumstances causing such suspension no longer exist. (c) If any Borrower, in requesting a Revolving Credit Borrowing comprised of Term Rate Advances, Borrower shall fail to select the duration of the any Interest Period for such Term any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify such Borrower and the Appropriate Lenders and such Advances will (to the extent such Term Rate Advances remain outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (i) if such Term Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Term Eurocurrency Rate Advances are denominated in any Alternative a Committed Currency, be exchanged into for an Equivalent amount of Dollars and be Converted Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Revolving Credit Borrowing Minimum, such Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. Jabil Credit Agreement33 38 (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Term Eurocurrency Rate Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Eurocurrency Rate Advance is Advances are denominated in Dollars, be Converted into a Base Rate Advance Advances and (B) if such Term Eurocurrency Rate Advance is Advances are denominated in any Alternative Committed Currency, be exchanged into for an Equivalent amount of Dollars and be Converted into a Base Rate Advance, Advances and (ii) each Alternative Currency Daily Rate Advance will automatically, on the next Interest Payment Date applicable thereto, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (iii) the obligation of the Lenders to make Term Rate make, or to Convert Advances or Alternative Currency Daily into, Eurocurrency Rate Advances shall be suspended. (ef) If Subject to Section 2.21, if the applicable Bloomberg screen or Reuters screenis unavailable for determining the Eurocurrency Rate for any Eurocurrency Rate Advances, as applicable, is unavailableand no other commercially available source providing quotations of the Eurocurrency Rate have been agreed by the Agent and the Company, (i) the Administrative Agent shall forthwith notify the relevant applicable Borrower and the Appropriate Lenders that the interest rate cannot be determined for such Term Rate Advances or Alternative Currency Daily Eurocurrency Rate Advances, as applicable, (ii) (x) with respect to Term Rate Advances, each such Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Eurocurrency Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower or be automatically Converted Convert into a Base Rate Advance and (B) if such Term Eurocurrency Rate Advance is denominated in any Alternative Committed Currency, be prepaid by the applicable Borrower or be automatically exchanged into for an Equivalent amount of Dollars and be Converted into a Base Rate Advance, and Advance (y) with respect to Alternative Currency Daily Rate Advances, each or if such Advance will (to the extent such Alternative Currency Daily Rate Advance remains outstanding on such day) automatically, on the next Interest Payment Date applicable thereto, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Appropriate Lenders to make Term Eurocurrency Rate Advances and Alternative Currency Daily or to Convert Advances comprising a Borrowing into Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Company and the Appropriate Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice (i) to the Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i) and ), (ii), (iii) to the Company, the Swing Line Banks and the Swing Line Agent of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(iior (iv). (b) If, with respect to any Term Rate Advances, Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances or Term Rate Advances, the Majority Required Lenders notify the Administrative Agent that (i) with respect to Advances denominated in Euros or Yen, they are unable to obtain matching deposits in the applicable interbank market currency in the Relevant Interbank Market at or about the applicable time 11:00 A.M. (New York City time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Revolving Credit Advances as a part of such Borrowing during its Interest Period (or, with respect to Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, on the relevant date of determination) or (ii) the applicable Term Rate for any Interest Period (or, with respect to Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, for any relevant date of determination) for such Advances will not adequately reflect the cost to such Majority Required Lenders of making, funding or maintaining their respective Term Rate Advances in the applicable currency for such Interest PeriodPeriod (or, with respect to Daily Simple SOFR Advances or the Alternative Currency Daily Rate for the applicable interest payment period will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Alternative Currency Daily Rate Advances, for such date of determination), the Administrative Agent shall forthwith so notify each Borrower and the Lenders, whereupon (A) the Borrower of such Borrower Term Rate Advances in such currency will, on the last day of the then existing Interest Period therefor (in the case of Term Rate Advances) or, with respect to Daily Simple SOFR Advances or on the next applicable Interest Payment Date (in the case of Alternative Currency Daily Rate Advances, immediately), (1) if such Term Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Term Rate Advances or Alternative Currency Daily Rate Advances, as applicable, are denominated in any Alternative Currency, either a Committed Currency or other Foreign Currency (xother than Dollars) prepay such Advances in the Committed Currency or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advancesother Foreign Currency in which they were made, and (B) the obligation of the Lenders to make make, or to Convert or continue Revolving Credit Advances into, Term Rate Advances in the same currency as such Term Rate Advances, Daily Simple SOFR Advances or to make Alternative Currency Daily Rate Advances (if Advances, as applicable) , in such currency shall be suspended until the Administrative Agent shall notify each Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable with respect to Term Rate Advances, the applicable Borrower may elect, by notice to the Agent and the Lenders, to continue such Term Rate Advances in such Committed Currency (for the avoidance of doubt, other than Sterling) or other Foreign Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Term Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Agent and the Company as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period). (c) If any Borrower, in requesting a Revolving Credit Borrowing comprised of Term Rate Advances, Borrower shall fail to select the duration of the any Interest Period for such any Term Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify such Borrower and the Lenders who have extended such Term Rate and such Advances will (to the extent such Term Rate Advances remain outstanding on such day) automatically, on the last day of the then existing Interest Period thereforfor such Advances, (i) if such in the case of Term Rate Advances are denominated in Dollars, Convert such Term Rate Advances into Base Rate Advances, (ii) in the case of Term Rate Advances denominated in a Committed Currency or other Foreign Currency (other than Dollars or Pesos), continue such Term Rate Advances as Term Rate Advances with a one-month Interest Period, and (iii) in the case of TIIE Rate Advances, continue such TIIE Rate Advance as a TIIE Rate Advance with a 28-day Interest Period. (d) On the date on which the aggregate unpaid principal amount of Term Rate Advances, Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically (i) in the case of Daily Simple SOFR Advances or Term Rate Advances denominated in Dollars, Convert such Term Rate Advances or Daily Simple SOFR Advances, as applicable, into Base Rate Advances, and (ii) if in the case of Term Rate Advances denominated in a Committed Currency or other Foreign Currency (other than Dollars), on the last day of the applicable Interest Period for such Term Rate Advances, and the last day of each subsequent Interest Period for so long as the total of such Advances are less than the Equivalent of $5,000,000, (A) in the case of a Committed Currency or other Foreign Currency (other than Dollars or Pesos), continue such Term Rate Advances are denominated as Term Rate Advances with a one-month Interest Period and (B) in any Alternative Currencythe case of Term Rate Advances in Pesos, be exchanged into an Equivalent amount of Dollars and be Converted into Base continue such Term Rate AdvancesAdvances as TIIE Rate Advances with a 28-day Interest Period. (de) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, upon the request of the Required Lenders, (i) each Term Rate Advance, each Daily Simple SOFR Advance and each Alternative Currency Daily Rate Advance will automatically, (A) with respect to the extent such Alternative Currency Daily Rate Advances denominated in Sterling and Daily Simple SOFR Advances, with immediate effect, and (B) with respect to Term Rate Advance remains outstanding on such day) automaticallyAdvances, on the last day of the then existing Interest Period therefor, (A) if such Term Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (B) if such Term Rate Advance is denominated in any Alternative Currencya Committed Currency or other Foreign Currency (other than Dollars), be exchanged into for an Equivalent amount of Dollars and Converted into a Base Rate Advance, (ii) each Alternative Currency Daily Rate Advance will automatically, on the next Interest Payment Date applicable thereto, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (iiiii) the obligation of the Lenders to make Term Rate make, or to Convert Advances or Alternative Currency Daily Rate Advances shall be suspended. (e) If the applicable Bloomberg screen or Reuters screeninto, as applicable, is unavailable, (i) the Administrative Agent shall forthwith notify the relevant Borrower and the Lenders that the interest rate cannot be determined for such Term Rate Advances or Alternative Currency Daily Rate Advances, as applicable, (ii) (x) with respect to Term Rate Advances, each such Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance and (B) if such Term Rate Advance is denominated in any Alternative Currency, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (y) with respect to Alternative Currency Daily Rate Advances, each such Advance will (to the extent such Alternative Currency Daily Rate Advance remains outstanding on such day) automatically, on the next Interest Payment Date applicable thereto, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (iii) the obligation of the Lenders to make Term Rate Simple SOFR Advances and Alternative Currency Daily Rate Advances shall be suspended until automatically suspended. (f) For the Administrative purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 365-day year or 366-day year, as applicable, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 365 or 366, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement. Each of the Loan Parties confirms that it fully understands and is able to calculate the rate of interest applicable to the credit facility under this Agreement based on the methodology for calculating per annum rates provided for in this Agreement. The Agent shall notify agrees that if requested in writing by the Borrowers it will calculate the nominal and effective per annum rate of interest on the Facility outstanding at the time of such request and provide such information to the Borrowers promptly following such request; provided that any error in any such calculation, or any failure to provide such information on request, shall not relieve the Borrowers or any other Loan Party of any of its obligations under this Agreement or any other Loan Document, nor result in any liability to the Agent or any Lender. Each Loan Party hereby irrevocably agrees not to plead or assert, whether by way of defence or otherwise, in any proceeding relating to the Loan Documents, that the interest payable under the Loan Documents and the Lenders calculation thereof has not been adequately disclosed to the Loan Parties, whether pursuant to section 4 of the Interest Act (Canada) or any other applicable law or legal principle. (g) If any provision of this Agreement would oblige the CDN Revolver Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by applicable Law or would result in a receipt by that Lender of “interest” at a “criminal rate” (as such terms are construed under the circumstances causing Criminal Code (Canada)), then, notwithstanding such suspension no longer existprovision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Law or so result in a receipt by that Lender of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows (i) first, by reducing the amount or rate of interest required to be paid to the affected Lender under Section 2.08 and (ii) thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to the affected Lender which would constitute interest for purposes of section 347 of the Criminal Code (Canada). (i) If the Banco de México fails to publish the TIIE for the applicable Interest Period on the first Business Day of such Interest Period, either temporarily or on a definitive basis, the TIIE Rate shall be calculated applying any rate published by the Banco de México in substitution of the applicable TIIE Rate, and (ii) if clause (i) above is not available, the TIIE Rate shall be calculated based on the annual yield for the TIIE for a period closest to the duration of the applicable Interest Period, either compounded or calculated based on a 28, 91 or 182 day, as applicable, equivalent basis in substitution of the TIIE Rate.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice (i) to the Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i) and or (ii) to the Company, the Swing Line Banks and the Swing Line Agent of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(ii). (b) If, with respect to any Alternative Currency Daily Term SOFR Rate Advances or Term Rate Advances, Alternative Currency Advances (i) the Majority Required Lenders notify the Administrative Agent that (iA) with respect if applicable for an Alternative Currency, deposits are not being offered to Advances denominated in Euros or Yen, they are unable to obtain matching deposits banks in the applicable offshore interbank market at or about for such currency for the applicable time on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Revolving Credit Advances as part of such Borrowing during its amount and Interest Period or determination date(s), as applicable to such Alternative Currency Advance or (iiB) the applicable Term SOFR Rate or Alternative Currency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders of making, funding or maintaining their respective Term SOFR Rate Advances or Alternative Currency Rate for such Interest Period, Period or (ii) the Agent determines the interest rate applicable to Term SOFR Rate Advances or Alternative Currency Daily Rate for Advances is not ascertainable or available (including, without limitation, because the applicable interest payment period will not adequately reflect the cost to Reuters or Bloomberg screen (or on any successor or substitute page on such Majority Lenders of making, funding or maintaining their respective Alternative Currency Daily Rate Advancesscreen) is unavailable), the Administrative Agent shall forthwith so notify each Borrower the Company and the Lenders, whereupon (A) the Borrower of such Borrower Term SOFR Rate Advances or Alternative Currency Advances will, on the last day of the then existing Interest Period therefor (in the case of Term Rate Advances) or on the next applicable Interest Payment Date (in the case of Alternative Currency Daily Rate Advances)therefor, (1) if such Advances are denominated in DollarsTerm SOFR Rate Advances, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Advances are denominated in any Alternative CurrencyAlternate Currency Advances, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances, Advances and (B) the obligation of the Lenders to make make, or to Convert Advances into, Term Rate Advances in the same currency as such Term SOFR Rate Advances or to make Alternative Currency Daily Rate Advances (if applicable) shall be suspended until the Administrative Agent shall notify each Borrower the Company and the Lenders that the circumstances causing such suspension no longer exist. (c) If any Borrower, in requesting a Revolving Credit Borrowing comprised of Term Rate Advances, Borrower shall fail to select the duration of the any Interest Period for such any Term SOFR Rate Advances or Alternative Currency Term Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify such Borrower and the Lenders and such Advances will (to the extent such Term Rate Advances remain outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (i) if such Term Rate Advances are denominated in DollarsTerm SOFR Rate Advances, Convert into Base Rate Advances and (ii) if such Term Rate Advances are denominated in any Alternative CurrencyCurrency Advances, be exchanged into for an Equivalent amount of Dollars and be Converted Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Term SOFR Rate Advances or Alternative Currency Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Borrowing Minimum, such Advances shall automatically (i) if such Advances are Term SOFR Rate Advances, Convert into Base Rate Advances and (ii) if such Advances are Alternative Currency Rate Advances, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Term SOFR Rate Advance and Alternative Currency Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Advances are Term SOFR Rate Advance is denominated in DollarsAdvances, be Converted into a Base Rate Advance Advances and (B) if such Term Rate Advance is denominated in any Advances are Alternative CurrencyCurrency Advances, be exchanged into for an Equivalent amount of Dollars and be Converted into a Base Rate Advance, Advances and (ii) each Alternative Currency Daily Rate Advance will automatically, on the next Interest Payment Date applicable thereto, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (iii) the obligation of the Lenders to make Term SOFR Rate Advances or Alternative Currency Daily Advances, or to Convert Advances into Term SOFR Rate Advances Advances, shall be suspended. (e) If the applicable Bloomberg screen or Reuters screen, as applicable, is unavailable, (i) the Administrative Agent shall forthwith notify the relevant Borrower and the Lenders that the interest rate cannot be determined for such Term Rate Advances or Alternative Currency Daily Rate Advances, as applicable, (ii) (x) with respect to Term Rate Advances, each such Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance and (B) if such Term Rate Advance is denominated in any Alternative Currency, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (y) with respect to Alternative Currency Daily Rate Advances, each such Advance will (to the extent such Alternative Currency Daily Rate Advance remains outstanding on such day) automatically, on the next Interest Payment Date applicable thereto, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (iii) the obligation of the Lenders to make Term Rate Advances and Alternative Currency Daily Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice (i) to the Company Company, the applicable Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.08(a) and or (ii) to the Company, the Swing Line Banks and the Swing Line Agent of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(iib). (b) IfIf the Majority Lenders determine that for any reason in connection with any request for a Eurocurrency Rate Advance or a conversion to or continuation thereof that (a) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Advance, (b) adequate and reasonable means do not exist for determining the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Advance (whether denominated in Dollars or an Alternative Currency), or (c) the Eurocurrency Base Rate for any Alternative Currency Daily Rate Advances or Term Rate Advances, the Majority Lenders notify the Administrative Agent that (i) requested Interest Period with respect to Advances denominated in Euros or Yen, they are unable to obtain matching deposits in the applicable interbank market at or about the applicable time on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Revolving Credit Advances as part of such Borrowing during its Interest Period or (ii) the applicable Term proposed Eurocurrency Rate for any Interest Period for such Advances will Advance does not adequately and fairly reflect the cost to such Majority Lenders of making, funding or maintaining their respective Term such Eurocurrency Rate Advances for such Interest Period, or the Alternative Currency Daily Rate for the applicable interest payment period will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Alternative Currency Daily Rate AdvancesAdvance, the Administrative Agent shall forthwith will promptly so notify the Company, each applicable Borrower and the Lenderseach Lender. Thereafter, whereupon (A) such Borrower will, on the last day of the then existing Interest Period therefor (in the case of Term Rate Advances) or on the next applicable Interest Payment Date (in the case of Alternative Currency Daily Rate Advances), (1) if such Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Advances are denominated in any Alternative Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances, and (B) the obligation of the Lenders to make Term or maintain Eurocurrency Rate Advances in the same affected currency as such Term Rate Advances or to make Alternative Currency Daily Rate Advances (if applicable) currencies shall be suspended until the Administrative Agent shall notify each (upon the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, any Borrower and may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Advances in the Lenders that affected currency or currencies or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Advances in the circumstances causing such suspension no longer existamount specified therein. (c) If On the date on which the aggregate unpaid principal amount of Advances comprising any BorrowerBorrowing shall be reduced, in requesting by payment or prepayment or otherwise, to less than $10,000,000, such Advances shall, if they are Advances of a Revolving Credit Borrowing comprised of Term Type other than Base Rate Advances, shall fail to select the duration of the Interest Period for such Term Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify such Borrower and the Lenders and such Advances will (to the extent such Term Rate Advances remain outstanding on such day) automatically, automatically Convert on the last day of the then existing Interest Period therefor, (i) if with respect to such Term Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Term Rate Advances are denominated in any Alternative Currency, be exchanged into an Equivalent amount of Dollars and be Converted Advance into Base Rate Advances, and on and after such date the right of any Borrower to Convert such Advances into Advances of a Type other than Base Rate Advances shall terminate; provided, however, that if and so long as each such Advance shall be of the same Type and have the same Interest Period as Advances comprising another Borrowing or other Borrowings, and the aggregate unpaid principal amount of all such Advances shall equal or exceed $5,000,000, the Borrowers shall have the right to 50 continue all such Advances as, or to Convert all such Advances into, Advances of such Type having such Interest Period. (d) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Term Eurocurrency Rate Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Rate Advance is denominated in Dollars, be Converted convert into a Base Rate Advance and (B) if such Term Rate Advance is denominated in any Alternative Currency, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, (ii) each Alternative Currency Daily Rate Advance will automatically, on the next Interest Payment Date applicable thereto, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (iii) the obligation obligations of the Lenders to make Term make, or to convert Advances into, Eurocurrency Rate Advances or Alternative Currency Daily Rate Advances shall will be suspended. (e) If All computations of interest for Base Rate Advances (including Base Rate Advances determined by reference to the applicable Bloomberg screen Eurocurrency Rate) shall be made on the basis of a year of 365 or Reuters screen366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year) (or, in each case of Advances denominated in Alternative Currencies where market practice differs, in accordance with market practice). Interest shall accrue on each Advance for the day on which the Advance is unavailable,made, and shall not accrue on an Advance, or any portion thereof, for the day on which the Advance or such portion is paid, provided that any Advance that is repaid on the same day on which it is made shall, subject to Section 4.01(a), bear interest for one day. Each determination by the Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (f) If, as a result of any restatement of or other adjustment to the financial statements of the Company or for any other reason, the Company or the Lenders determine that (i) the Administrative Agent shall forthwith notify Leverage Ratio as calculated by the relevant Borrower Company as of any applicable date was inaccurate and the Lenders that the interest rate cannot be determined for such Term Rate Advances or Alternative Currency Daily Rate Advances, as applicable, (ii) a proper calculation of the Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Agent for the account of the applicable Lender Parties, promptly on written demand by the Agent (x) or, after the occurrence of an actual or deemed entry of an order for relief with respect to Term Rate Advances, each such Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower or be under the Bankruptcy Code of the United States, automatically Converted into a Base Rate Advance and (B) if such Term Rate Advance is denominated in any Alternative Currency, be prepaid without further action by the applicable Borrower or be automatically exchanged into Agent, any Lender Party), an Equivalent amount equal to the excess of the amount of Dollars interest and Converted into a Base Rate Advance, and (y) with respect to Alternative Currency Daily Rate Advances, each fees that should have been paid for such Advance will (to period over the extent such Alternative Currency Daily Rate Advance remains outstanding on such day) automatically, on the next Interest Payment Date applicable thereto, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars interest and Converted into a Base Rate Advance, and (iii) fees actually paid for such period. This paragraph shall not limit the obligation rights of the Lenders to make Term Rate Advances and Alternative Currency Daily Rate Advances Agent, any Lender Party under Section 2.04(c)(iii), 2.04(h) or 2.08 or under Article VIII. The Borrowers’ obligations under this paragraph shall be suspended until survive the Administrative Agent shall notify termination of the Borrowers Commitments and the Lenders that the circumstances causing such suspension no longer existrepayment of all other Obligations hereunder.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice (i) to the Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i) and ), (ii), (iii) to the Company, the Swing Line Banks and the Swing Line Agent of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(iior (iv). (b) If, with respect to any Term Rate Advances, Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances or Term Rate Advances, the Majority Required Lenders notify the Administrative Agent that (i) with respect to Advances denominated in Euros or Yen, they are unable to obtain matching deposits in the applicable interbank market currency in the Relevant Interbank Market at or about the applicable time 11:00 A.M. (New York City time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Revolving Credit Advances as a part of such Borrowing during its Interest Period (or, with respect to Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, on the relevant date of determination) or (ii) the applicable Term Rate for any Interest Period (or, with respect to Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, for any relevant date of determination) for such Advances will not adequately reflect the cost to such Majority Required Lenders of making, funding or maintaining their respective Term Rate Advances in the applicable currency for such Interest PeriodPeriod (or, with respect to Daily Simple SOFR Advances or the Alternative Currency Daily Rate for the applicable interest payment period will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Alternative Currency Daily Rate Advances, for such date of determination), the Administrative Agent shall forthwith so notify each Borrower and the Lenders, whereupon (A) the Borrower of such Borrower Term Rate Advances in such currency will, on the last day of the then existing Interest Period therefor (in the case of Term Rate Advances) or, with respect to Daily Simple SOFR Advances or on the next applicable Interest Payment Date (in the case of Alternative Currency Daily Rate Advances, immediately), (1) if such Term Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Term Rate Advances or Alternative Currency Daily Rate Advances, as applicable, are denominated in any Alternative Currency, either a Committed Currency or other Foreign Currency (xother than Dollars) prepay such Advances in the Committed Currency or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advancesother Foreign Currency in which they were made, and (B) the obligation of the Lenders to make make, or to Convert or continue Revolving Credit Advances into, Term Rate Advances in the same currency as such Term Rate Advances, Daily Simple SOFR Advances or to make Alternative Currency Daily Rate Advances (if Advances, as applicable) , in such currency shall be suspended until the Administrative Agent shall notify each Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable with respect to Term Rate Advances, the applicable Borrower AMERICAS/2024254939.6 88 Sealed Air – 4th A&R Syndicated Facility Agt may elect, by notice to the Agent and the Lenders, to continue such Term Rate Advances in such Committed Currency (for the avoidance of doubt, other than ▇▇▇▇▇▇▇▇) or other Foreign Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Term Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Agent and the Company as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period). (c) If any Borrower, in requesting a Revolving Credit Borrowing comprised of Term Rate Advances, Borrower shall fail to select the duration of the any Interest Period for such any Term Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify such Borrower and the Lenders who have extended such Term Rate and such Advances will (to the extent such Term Rate Advances remain outstanding on such day) automatically, on the last day of the then existing Interest Period thereforfor such Advances, (i) if such in the case of Term Rate Advances are denominated in Dollars, Convert such Term Rate Advances into Base Rate Advances, (ii) in the case of Term Rate Advances denominated in a Committed Currency or other Foreign Currency (other than Dollars or Pesos), continue such Term Rate Advances as Term Rate Advances with a one-month Interest Period, and (iii) in the case of ▇▇▇▇ ▇▇▇▇ Advances, continue such TIIE Rate Advance as a TIIE Rate Advance with a 28-day Interest Period. (d) On the date on which the aggregate unpaid principal amount of Term Rate Advances, Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically (i) in the case of Daily Simple SOFR Advances or Term Rate Advances denominated in Dollars, Convert such Term Rate Advances or Daily Simple SOFR Advances, as applicable, into Base Rate Advances, and (ii) if in the case of Term Rate Advances denominated in a Committed Currency or other Foreign Currency (other than Dollars), on the last day of the applicable Interest Period for such Term Rate Advances, and the last day of each subsequent Interest Period for so long as the total of such Advances are less than the Equivalent of $5,000,000, (A) in the case of a Committed Currency or other Foreign Currency (other than Dollars or Pesos), continue such Term Rate Advances are denominated as Term Rate Advances with a one-month Interest Period and (B) in any Alternative Currencythe case of Term Rate Advances in Pesos, be exchanged into an Equivalent amount of Dollars and be Converted into Base continue such Term Rate AdvancesAdvances as TIIE Rate Advances with a 28-day Interest Period. (de) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, upon the request of the Required Lenders, (i) each Term Rate Advance, each Daily Simple SOFR Advance and each Alternative Currency Daily Rate Advance will automatically, (A) with respect to the extent such Alternative Currency Daily Rate Advances denominated in Sterling and Daily Simple SOFR Advances, with immediate effect, and (B) with respect to Term Rate Advance remains outstanding on such day) automaticallyAdvances, on the last day of the then existing Interest Period therefor, (A) if such Term Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (B) if such Term Rate Advance is denominated in any Alternative Currencya Committed Currency or other Foreign Currency (other than Dollars), be exchanged into for an Equivalent amount of Dollars and Converted into a Base Rate Advance, (ii) each Alternative Currency Daily Rate Advance will automatically, on the next Interest Payment Date applicable thereto, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (iiiii) the obligation of the Lenders to make Term Rate make, or to Convert Advances or Alternative Currency Daily Rate Advances shall be suspended. (e) If the applicable Bloomberg screen or Reuters screeninto, as applicable, is unavailable, (i) the Administrative Agent shall forthwith notify the relevant Borrower and the Lenders that the interest rate cannot be determined for such Term Rate Advances or Alternative Currency Daily Rate Advances, as applicable, (ii) (x) with respect to Term Rate Advances, each such Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance and (B) if such Term Rate Advance is denominated in any Alternative Currency, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (y) with respect to Alternative Currency Daily Rate Advances, each such Advance will (to the extent such Alternative Currency Daily Rate Advance remains outstanding on such day) automatically, on the next Interest Payment Date applicable thereto, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (iii) the obligation of the Lenders to make Term Rate Simple SOFR Advances and Alternative Currency Daily Rate Advances shall be suspended until automatically suspended. AMERICAS/2024254939.6 89 Sealed Air – 4th A&R Syndicated Facility Agt (f) For the Administrative purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 365-day year or 366-day year, as applicable, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 365 or 366, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement. Each of the Loan Parties confirms that it fully understands and is able to calculate the rate of interest applicable to the credit facility under this Agreement based on the methodology for calculating per annum rates provided for in this Agreement. The Agent shall notify agrees that if requested in writing by the Borrowers it will calculate the nominal and effective per annum rate of interest on the Facility outstanding at the time of such request and provide such information to the Borrowers promptly following such request; provided that any error in any such calculation, or any failure to provide such information on request, shall not relieve the Borrowers or any other Loan Party of any of its obligations under this Agreement or any other Loan Document, nor result in any liability to the Agent or any Lender. Each Loan Party hereby irrevocably agrees not to plead or assert, whether by way of defence or otherwise, in any proceeding relating to the Loan Documents, that the interest payable under the Loan Documents and the Lenders calculation thereof has not been adequately disclosed to the Loan Parties, whether pursuant to section 4 of the Interest Act (Canada) or any other applicable law or legal principle. (g) If any provision of this Agreement would oblige the CDN Revolver Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by applicable Law or would result in a receipt by that Lender of “interest” at a “criminal rate” (as such terms are construed under the circumstances causing Criminal Code (Canada)), then, notwithstanding such suspension no longer existprovision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Law or so result in a receipt by that Lender of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows (i) first, by reducing the amount or rate of interest required to be paid to the affected Lender under Section 2.08 and (ii) thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to the affected Lender which would constitute interest for purposes of section 347 of the Criminal Code (Canada). (i) If the Banco de México fails to publish the TIIE for the applicable Interest Period on the first Business Day of such Interest Period, either temporarily or on a definitive basis, the TIIE Rate shall be calculated applying any rate published by the Banco de México in substitution of the applicable TIIE Rate, and (ii) if clause (i) above is not available, the TIIE Rate shall be calculated based on the annual yield for the TIIE for a period closest to the duration of the applicable Interest Period, either compounded or calculated based on a 28, 91 or 182 day, as applicable, equivalent basis in substitution of the TIIE Rate.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice (i) to the Company and the Appropriate Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.07(a)(i) and or (ii) to the Company, the Swing Line Banks and the Swing Line Agent of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(ii). (b) IfSubject to Section 2.21, if, with respect to any Alternative Currency Daily Eurocurrency Rate Advances or Term Rate AdvancesBorrowing under any Facility, the Majority Lenders owed at least 51% of the aggregate principal amount thereof notify the Administrative Agent that (i) with respect to Advances denominated in Euros or Yen, they are unable to obtain matching deposits in the applicable interbank London inter-bank market at or about the applicable time 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Revolving Credit Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the applicable Term Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Term Eurocurrency Rate Advances for such Interest Period, or the Alternative Currency Daily Rate for the applicable interest payment period will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Alternative Currency Daily Rate Advances, the Administrative Agent shall forthwith so notify each Borrower the Company and the Appropriate Lenders, whereupon (A) the Borrower of such Borrower Eurocurrency Rate Advances will, on the last day of the then existing Interest Period therefor (in the case of Term Rate Advances) or on the next applicable Interest Payment Date (in the case of Alternative Currency Daily Rate Advances)therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Alternative Committed Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances, Advances and (B) the obligation of the Appropriate Lenders to make Term make, or to Convert Advances into, Eurocurrency Rate Advances in the same currency as such Term Rate Advances or to make Alternative Currency Daily Rate Advances (if applicable) shall be suspended until the Administrative Agent shall notify each Borrower the Company and the Lenders that the circumstances causing such suspension no longer exist. (c) If any Borrower, in requesting a Revolving Credit Borrowing comprised of Term Rate Advances, Borrower shall fail to select the duration of the any Interest Period for such Term any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify such Borrower and the Appropriate Lenders and such Advances will (to the extent such Term Rate Advances remain outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (i) if such Term Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Term Eurocurrency Rate Advances are denominated in any Alternative a Committed Currency, be exchanged into for an Equivalent amount of Dollars and Convert into Base Rate Advances. Jabil Credit Agreement 26 (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Revolving Credit Borrowing shall be Converted reduced, by payment or prepayment or otherwise, to less than the Revolving Credit Borrowing Minimum, such Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (de) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Term Eurocurrency Rate Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Eurocurrency Rate Advance is Advances are denominated in Dollars, be Converted into a Base Rate Advance Advances and (B) if such Term Eurocurrency Rate Advance is Advances are denominated in any Alternative Committed Currency, be exchanged into for an Equivalent amount of Dollars and be Converted into a Base Rate Advance, Advances and (ii) each Alternative Currency Daily Rate Advance will automatically, on the next Interest Payment Date applicable thereto, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (iii) the obligation of the Lenders to make Term Rate make, or to Convert Advances or Alternative Currency Daily into, Eurocurrency Rate Advances shall be suspended. (ef) If Subject to Section 2.21, if the applicable Bloomberg screen or Reuters screenis unavailable for determining the Eurocurrency Rate for any Eurocurrency Rate Advances, as applicable, is unavailableand no other commercially available source providing quotations of the Eurocurrency Rate have been agreed by the Agent and the Company, (i) the Administrative Agent shall forthwith notify the relevant applicable Borrower and the Appropriate Lenders that the interest rate cannot be determined for such Term Rate Advances or Alternative Currency Daily Eurocurrency Rate Advances, as applicable, (ii) (x) with respect to Term Rate Advances, each such Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Eurocurrency Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower or be automatically Converted Convert into a Base Rate Advance and (B) if such Term Eurocurrency Rate Advance is denominated in any Alternative Committed Currency, be prepaid by the applicable Borrower or be automatically exchanged into for an Equivalent amount of Dollars and be Converted into a Base Rate Advance, and Advance (y) with respect to Alternative Currency Daily Rate Advances, each or if such Advance will (to the extent such Alternative Currency Daily Rate Advance remains outstanding on such day) automatically, on the next Interest Payment Date applicable thereto, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Appropriate Lenders to make Term Eurocurrency Rate Advances and Alternative Currency Daily or to Convert Advances comprising a Borrowing into Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Company and the Appropriate Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice (i) to the Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i) and (ii) to the Company, the Swing Line Banks and the Swing Line Agent of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(ii). (b) If, with respect to any Alternative Currency Daily Rate Advances or Term Rate Advances, the Majority Lenders notify the Administrative Agent that (i) with respect to Advances denominated in Euros or Yen, they are unable to obtain matching deposits in the applicable interbank market at or about the applicable time on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Revolving Credit Advances as part of such Borrowing during its Interest Period or (ii) the applicable Term Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Term Rate Advances for such Interest Period, or the Alternative Currency Daily Rate for the applicable interest payment period will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Alternative Currency Daily Rate Advances, the Administrative Agent shall forthwith so notify each Borrower and the Lenders, whereupon (A) such Borrower will, on the last day of the then existing Interest Period therefor (in the case of Term Rate Advances) or on the next applicable Interest Payment Date (in the case of Alternative Currency Daily Rate Advances), (1) if such Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Advances are denominated in any Alternative Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances, and (B) the obligation of the Lenders to make Term Rate Advances in the same currency as such Term Rate Advances or to make Alternative Currency Daily Rate Advances (if applicable) shall be suspended until the Administrative Agent shall notify each Borrower and the Lenders that the circumstances causing such suspension no longer exist. (c) If any Borrower, in requesting a Revolving Credit Borrowing comprised of Term Rate Advances, shall fail to select the duration of the Interest Period for such Term Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify such Borrower and the Lenders and such Advances will (to the extent such Term Rate Advances remain outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (i) if such Term Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Term Rate Advances are denominated in any Alternative Currency, be exchanged into an Equivalent amount of Dollars and be Converted into Base Rate Advances. (d) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Term Rate Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (B) if such Term Rate Advance is denominated in any Alternative Currency, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, (ii) each Alternative Currency Daily Rate Advance will automatically, on the next Interest Payment Date applicable thereto, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (iii) the obligation of the Lenders to make Term Rate Advances or Alternative Currency Daily Rate Advances shall be suspended. (e) If the applicable Bloomberg screen or Reuters screen, as applicable, is unavailable, (i) the Administrative Agent shall forthwith notify the relevant Borrower and the Lenders that the interest rate cannot be determined for such Term Rate Advances or Alternative Currency Daily Rate Advances, as applicable, , (ii) (x) with respect to Term Rate Advances, each such Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance and (B) if such Term Rate Advance is denominated in any Alternative Currency, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (y) with respect to Alternative Currency Daily Rate Advances, each such Advance will (to the extent such Alternative Currency Daily Rate Advance remains outstanding on such day) automatically, on the next Interest Payment Date applicable thereto, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (iii) the obligation of the Lenders to make Term Rate Advances and Alternative Currency Daily Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice (i) to the Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i) and ), (ii), (iii) to the Company, the Swing Line Banks and the Swing Line Agent of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(iior (iv). (b) If, with respect to any Term Rate Advances, Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances or Term Rate Advances, the Majority Required Lenders notify the Administrative Agent that (i) with respect to Advances denominated in Euros or Yen, they are unable to obtain matching deposits in the applicable interbank market currency in the Relevant Interbank Market at or about the applicable time 11:00 A.M. (New York City time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Revolving Credit Advances as a part of such Borrowing during its Interest Period (or, with respect to Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, on the relevant date of determination) or (ii) the applicable Term Rate for any Interest Period (or, with respect to Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, for any relevant date of determination) for such Advances will not adequately reflect the cost to such Majority Required Lenders of making, funding or maintaining their respective Term Rate Advances in the applicable currency for such Interest PeriodPeriod (or, with respect to Daily Simple SOFR Advances or the Alternative Currency Daily Rate for the applicable interest payment period will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Alternative Currency Daily Rate Advances, for such date of determination), the Administrative Agent shall forthwith so notify each Borrower and the Lenders, whereupon (A) the Borrower of such Borrower Term Rate Advances in such currency will, on the last day of the then existing Interest Period therefor (in the case of Term Rate Advances) or, with respect to Daily Simple SOFR Advances or on the next applicable Interest Payment Date (in the case of Alternative Currency Daily Rate Advances, immediately), (1) if such Term Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Term Rate Advances or Alternative Currency Daily Rate Advances, as applicable, are denominated in any Alternative Currency, either a Committed Currency or other Foreign Currency (xother than Dollars) prepay such Advances in the Committed Currency or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advancesother Foreign Currency in which they were made, and (B) the obligation of the Lenders to make make, or to Convert or continue Revolving Credit Advances into, Term Rate Advances in the same currency as such Term Rate Advances, Daily Simple SOFR Advances or to make Alternative Currency Daily Rate Advances (if Advances, as applicable) , in such currency shall be suspended until the Administrative Agent shall notify each Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided, that, if the circumstances set forth in clause (ii) above are applicable with respect to Term Rate Advances, the applicable Borrower may elect, by notice to the Agent and the Lenders, to continue such Term Rate Advances in such Committed Currency (for the avoidance of doubt, other than ▇▇▇▇▇▇▇▇) or other Foreign Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Term Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Agent and the Company as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period). (c) If any Borrower, in requesting a Revolving Credit Borrowing comprised of Term Rate Advances, Borrower shall fail to select the duration of the any Interest Period for such any Term Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify such Borrower and the Lenders who have extended such Term Rate and such Advances will (to the extent such Term Rate Advances remain outstanding on such day) automatically, on the last day of the then existing Interest Period thereforfor such Advances, (i) if such in the case of Term Rate Advances are denominated in Dollars, Convert such Term Rate Advances into Base Rate Advances, (ii) in the case of Term Rate Advances denominated in a Committed Currency or other Foreign Currency (other than Dollars or Pesos), continue such Term Rate Advances as Term Rate Advances with a one-month Interest Period, and (iii) in the case of TIIE Rate Advances, continue such TIIE Rate Advance as a TIIE Rate Advance with a 28-day Interest Period. (d) On the date on which the aggregate unpaid principal amount of Term Rate Advances, Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically (i) in the case of Daily Simple SOFR Advances or Term Rate Advances denominated in Dollars, Convert such Term Rate Advances or Daily Simple SOFR Advances, as applicable, into Base Rate Advances, and (ii) if in the case of Term Rate Advances denominated in a Committed Currency or other Foreign Currency (other than Dollars), on the last day of the applicable Interest Period for such Term Rate Advances, and the last day of each subsequent Interest Period for so long as the total of such Advances are less than the Equivalent of $5,000,000, (A) in the case of a Committed Currency or other Foreign Currency (other than Dollars or Pesos), continue such Term Rate Advances are denominated as Term Rate Advances with a one-month Interest Period and (B) in any Alternative Currencythe case of Term Rate Advances in Pesos, be exchanged into an Equivalent amount of Dollars and be Converted into Base continue such Term Rate AdvancesAdvances as TIIE Rate Advances with a 28-day Interest Period. (de) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, upon the request of the Required Lenders, (i) each Term Rate Advance, each Daily Simple SOFR Advance and each Alternative Currency Daily Rate Advance will automatically, (A) with respect to the extent such Alternative Currency Daily Rate Advances denominated in Sterling and Daily Simple SOFR Advances, with immediate effect, and (B) with respect to Term Rate Advance remains outstanding on such day) automaticallyAdvances, on the last day of the then existing Interest Period therefor, (A) if such Term Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (B) if such Term Rate Advance is denominated in any Alternative Currencya Committed Currency or other Foreign Currency (other than Dollars), be exchanged into for an Equivalent amount of Dollars and Converted into a Base Rate Advance, (ii) each Alternative Currency Daily Rate Advance will automatically, on the next Interest Payment Date applicable thereto, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (iiiii) the obligation of the Lenders to make Term Rate make, or to Convert Advances or Alternative Currency Daily Rate Advances shall be suspended. (e) If the applicable Bloomberg screen or Reuters screeninto, as applicable, is unavailable, (i) the Administrative Agent shall forthwith notify the relevant Borrower and the Lenders that the interest rate cannot be determined for such Term Rate Advances or Alternative Currency Daily Rate Advances, as applicable, (ii) (x) with respect to Term Rate Advances, each such Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance and (B) if such Term Rate Advance is denominated in any Alternative Currency, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (y) with respect to Alternative Currency Daily Rate Advances, each such Advance will (to the extent such Alternative Currency Daily Rate Advance remains outstanding on such day) automatically, on the next Interest Payment Date applicable thereto, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (iii) the obligation of the Lenders to make Term Rate Simple SOFR Advances and Alternative Currency Daily Rate Advances shall be suspended until automatically suspended. (f) For the Administrative purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 365-day year or 366-day year, as applicable, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 365 or 366, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement. Each of the Loan Parties confirms that it fully understands and is able to calculate the rate of interest applicable to the credit facility under this Agreement based on the methodology for calculating per annum rates provided for in this Agreement. The Agent shall notify agrees that if requested in writing by the Borrowers it will calculate the nominal and effective per annum rate of interest on the Facility outstanding at the time of such request and provide such information to the Borrowers promptly following such request; provided, that, any error in any such calculation, or any failure to provide such information on request, shall not relieve the Borrowers or any other Loan Party of any of its obligations under this Agreement or any other Loan Document, nor result in any liability to the Agent or any Lender. Each Loan Party hereby irrevocably agrees not to plead or assert, whether by way of defense or otherwise, in any proceeding relating to the Loan Documents, that the interest payable under the Loan Documents and the Lenders calculation thereof has not been adequately disclosed to the Loan Parties, whether pursuant to section 4 of the Interest Act (Canada) or any other applicable law or legal principle. (g) If any provision of this Agreement would oblige the CDN Revolver Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by applicable Law or would result in a receipt by that Lender of “interest” at a “criminal rate” (as such terms are construed under the circumstances causing Criminal Code (Canada)), then, notwithstanding such suspension no longer existprovision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Law or so result in a receipt by that Lender of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows (i) first, by reducing the amount or rate of interest required to be paid to the affected Lender under Section 2.08 and (ii) thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to the affected Lender which would constitute interest for purposes of section 347 of the Criminal Code (Canada). (i) If the Banco de México fails to publish the TIIE for the applicable Interest Period on the first Business Day of such Interest Period, either temporarily or on a definitive basis, Term TIIE shall be calculated applying any rate published by the Banco de México in substitution of Term TIIE, and (ii) if clause (i) above is not available, Term TIIE shall be calculated based on the annual yield for the TIIE for a period closest to the duration of the applicable Interest Period, either compounded or calculated based on a 28, 91 or 182 day, as applicable, equivalent basis in substitution of Term TIIE.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice (i) to the Company and the Appropriate Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i) and (ii) to the Company, the Swing Line Banks and the Swing Line Agent of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(ii2.07(a). (b) IfSubject to Section 2.21, if, with respect to any Alternative Currency Daily Benchmark Rate Advances or Term Rate AdvancesBorrowing under any Facility, the Majority Lenders owed at least 51% of the aggregate principal amount thereof notify the Administrative Agent that (i) with respect to Advances denominated in Euros or Yen, they are unable to obtain matching deposits in the applicable interbank inter-bank market at or about the applicable time 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Revolving Credit Benchmark Rate Advances as a part of such Borrowing during its Interest Period or Period, (ii) the applicable Term Benchmark Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Term Benchmark Rate Advances for such Interest Period, Period or (iii) the Alternative Currency Adjusted Daily Simple SOFR Rate for the applicable interest payment period will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Alternative Currency Adjusted Daily Simple SOFR Rate Advances, the Administrative Agent shall forthwith so notify each Borrower the Company and the Appropriate Lenders, whereupon (A) the Borrower of such Borrower Term Benchmark Rate Advances will, on the last day of the then existing Interest Period therefor (in the case of Term Rate Advances) or on the next applicable Interest Payment Date (in the case of Alternative Currency Daily Rate Advances)therefor, (1) if such Benchmark Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Benchmark Rate Advances are denominated in any Alternative Committed Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances, (B) the Borrower of such Adjusted Daily Simple SOFR Rate Advances will on the Interest Payment Date therefor either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (BC) the obligation of the Appropriate Lenders to make Term make, or to Convert Advances into, Benchmark Rate Advances in bearing interest at the same currency as such Term Rate Advances or to make Alternative Currency Daily Rate Advances (if applicable) applicable rate shall be suspended until the Administrative Agent shall notify each Borrower the Company and the Lenders that the circumstances causing such suspension no longer exist. (c) If any Borrower, in requesting a Revolving Credit Borrowing comprised of Term Rate Advances, Borrower shall fail to select the duration of the any Interest Period for such any Term Benchmark Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify such Borrower and the Appropriate Lenders and such Advances will (to the extent such Term Rate Advances remain outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (i) if such Term Benchmark Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Term Benchmark Rate Advances are denominated in any Alternative a Committed Currency, be exchanged into for an Equivalent amount of Dollars and be Converted Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Benchmark Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Revolving Credit Borrowing Minimum, such Advances shall automatically (i) if such Benchmark Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Benchmark Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, (i) each Term Benchmark Rate Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Benchmark Rate Advance is Advances are denominated in Dollars, be Converted into a Base Rate Advance Advances and (B) if such Term Benchmark Rate Advance is Advances are denominated in any Alternative Committed Currency, be exchanged into for an Equivalent amount of Dollars and be Converted into a Base Rate AdvanceAdvances, (ii) each Alternative Currency Adjusted Daily Simple SOFR Rate Advance will automatically, on the next Interest Payment Date applicable thereto, immediately automatically be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance Advances and (iii) the obligation of the Lenders to make Term Rate make, or to Convert Advances or Alternative Currency Daily into, Benchmark Rate Advances shall be suspended. (ef) If Subject to Section 2.21, if the applicable Bloomberg screen or Reuters screenis unavailable for determining the rate for any Benchmark Rate Advances, as applicable, is unavailableand no other commercially available source providing quotations of the applicable rate have been agreed by the Agent and the Company, (i) the Administrative Agent shall forthwith notify the relevant applicable Borrower and the Appropriate Lenders that the interest rate cannot be determined for such Term Rate Advances or Alternative Currency Daily Benchmark Rate Advances, as applicable, (ii) (x) with respect to Term Rate Advances, each such Term Benchmark Rate Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Benchmark Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower or be automatically Converted Convert into a Base Rate Advance and (B) if such Term Benchmark Rate Advance is denominated in any Alternative Committed Currency, be prepaid by the applicable Borrower or be automatically exchanged into for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, and will continue as a Base Rate Advance), (yiii) with respect to Alternative Currency Daily Rate Advances, each such Adjusted Daily Simple SOFR Rate Advance will (to the extent such Alternative Currency Daily Rate Advance remains outstanding on such day) automatically, on the next Interest Payment Date applicable thereto, be prepaid by the applicable Borrower or be therefor automatically exchanged into an Equivalent amount of Dollars and Converted Convert into a Base Rate Advance, and (iiiiv) the obligation of the Appropriate Lenders to make Term Benchmark Rate Advances and Alternative Currency Daily or to Convert Advances comprising a Borrowing into Benchmark Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Company and the Appropriate Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice (i) to the Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i) and (ii) to the Company, the Swing Line Banks and the Swing Line Agent of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(ii). (b) If, with respect to any Alternative Currency Daily Rate Advances or Term Eurocurrency Rate Advances, the Majority Lenders notify the Administrative Agent that (i) with respect to Advances denominated in Euros or Yen, they are unable to obtain matching deposits in the applicable London interbank market at or about the applicable time 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Revolving Credit Advances as part of such Borrowing during its Interest Period or (ii) the applicable Term Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Term Eurocurrency Rate Advances for such Interest Period, or the Alternative Currency Daily Rate for the applicable interest payment period will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Alternative Currency Daily Rate Advances, the Administrative Agent shall forthwith so notify each Borrower the Company and the Lenders, whereupon (A) such Borrower the Company will, on the last day of the then existing Interest Period therefor (in the case of Term Rate Advances) or on the next applicable Interest Payment Date (in the case of Alternative Currency Daily Rate Advances)therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Alternative Major Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances, and (B) the obligation of the Lenders to make Term Eurocurrency Rate Advances in the same currency as such Term Eurocurrency Rate Advances or to make Alternative Currency Daily Rate Advances (if applicable) shall be suspended until the Administrative Agent shall notify each Borrower the Company and the Lenders that the circumstances causing such suspension no longer exist. (c) If any Borrowerthe Company, in requesting a Revolving Credit Borrowing comprised of Term Eurocurrency Rate Advances, shall fail to select the duration of the Interest Period for such Term Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify such Borrower the Company and the Lenders and such Advances will (to the extent such Term Eurocurrency Rate Advances remain outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (i) if such Term Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Term Eurocurrency Rate Advances are denominated in any Alternative Major Currency, be exchanged into an Equivalent amount of Dollars and be Converted into Base Rate Advances. (d) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Term Eurocurrency Rate Advance will (to the extent such Term Eurocurrency Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Eurocurrency Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (B) if such Term Eurocurrency Rate Advance is denominated in any Alternative Major Currency, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, (ii) each Alternative Currency Daily Rate Advance will automatically, on the next Interest Payment Date applicable thereto, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (iiiii) the obligation of the Lenders to make Term Rate Advances or Alternative Currency Daily Eurocurrency Rate Advances shall be suspended. (e) If the applicable Bloomberg screen or Reuters screen, as applicable, is unavailable, (i) the Administrative Agent shall forthwith notify the relevant Borrower Company and the Lenders that the interest rate cannot be determined for such Term Rate Advances or Alternative Currency Daily Eurocurrency Rate Advances, as applicable, (ii) (x) with respect to Term Eurocurrency Rate Advances, each such Advance will (to the extent such Term Eurocurrency Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Eurocurrency Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower Company or be automatically Converted into a Base Rate Advance and (B) if such Term Eurocurrency Rate Advance is denominated in any Alternative Major Currency, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (y) with respect to Alternative Currency Daily Rate Advances, each such Advance will (to the extent such Alternative Currency Daily Rate Advance remains outstanding on such day) automatically, on the next Interest Payment Date applicable thereto, be prepaid by the applicable Borrower Company or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (iii) the obligation of the Lenders to make Term Rate Advances and Alternative Currency Daily Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Company and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice (i) to the Company Parent Borrower, the applicable Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.08(a) and or (ii) to the Company, the Swing Line Banks and the Swing Line Agent of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(iib). (b) IfIf in connection with any request for a Term SOFR Advance, an Alternative Currency Advance or a BA Rate Advance or a conversion of Index Rate Loans to Term SOFR Advances, Alternative Currency Advances or BA Rate Advances or a continuation of any of such Advances, as applicable, (i) the Agent determines, in consultation with Parent Borrower, (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 2.09(c) and the circumstances under clause (i) of Section 2.09(c) or the Scheduled Unavailability Date, has occurred with respect to such Relevant Rate (as applicable), or (B) adequate and reasonable means do not otherwise exist for determining the Relevant Rate for the applicable Agreed Currency for any determination date(s) or requested Interest Period, as applicable, with respect to any a proposed Term SOFR Advance, an Alternative Currency Daily Advance or a BA Rate Advances Advance or Term in connection with an existing or proposed Index Rate AdvancesLoan, the Majority Lenders notify the Administrative Agent that (i) with respect to Advances denominated in Euros or Yen, they are unable to obtain matching deposits in the applicable interbank market at or about the applicable time on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Revolving Credit Advances as part of such Borrowing during its Interest Period or (ii) the applicable Term Rate Agent or the Majority Lenders determine, in consultation with Parent Borrower, that for any reason the Relevant Rate with respect to a proposed Advance denominated in an Agreed Currency for any requested Interest Period for such Advances will or determination date(s) does not adequately and fairly reflect the cost to such Majority Lenders of making, funding or maintaining their respective Term Rate Advances for such Interest Period, or the Alternative Currency Daily Rate for the applicable interest payment period will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Alternative Currency Daily Rate AdvancesAdvance, the Administrative Agent shall forthwith will promptly so notify each Parent Borrower and the Lenders, whereupon (A) such Borrower will, on the last day of the then existing Interest Period therefor (in the case of Term Rate Advances) or on the next applicable Interest Payment Date (in the case of Alternative Currency Daily Rate Advances)each Lender. Thereafter, (1) if such Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Advances are denominated in any Alternative Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances, and (B) the obligation of the Lenders to make or maintain Advances in the affected currencies, as applicable, or to convert Index Rate Loans to Term SOFR Advances, Alternative Currency Advances or BA Rate Advances, as applicable, shall be suspended in each case to the extent of the affected Term SOFR Advances, Alternative Currency Advances or BA Rate Advances or Interest Period or determination date(s), as applicable, and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate or the Canadian Base Rate, or the BA Rate component of the Canadian Prime Rate, as applicable, the utilization of the Term SOFR component in determining the Base Rate or the Canadian Base Rate, and the utilization of the BA Rate component of the Canadian Prime Rate, as applicable, shall be suspended, in each case until the Agent (or, in the case of a determination by the Majority Lenders, until the Agent upon instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (i) the applicable Borrower may revoke any pending request for a Borrowing of, or conversion to Term SOFR Advances, BA Rate Advances, or Borrowing of, or continuation of Alternative Currency Advances to the extent of the affected Term SOFR Advances, BA Rate Advance, Alternative Currency Advances 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 Index Rate Loans in the Dollar Equivalent of the amount specified therein or as regards BA Rate Advances requested to be made to a Canadian Borrower into a request for a Canadian Prime Rate Advance and (ii) (A) any outstanding Term SOFR Advances shall be deemed to have been converted to Base Rate Advances or Canadian Base Rate Advances, as applicable, at the end of the applicable Interest Period, (B) any outstanding BA Rate Advances to a Canadian Borrower shall be deemed to have been converted to Canadian Prime Rate Advances at the end of the applicable Interest Period and (C) any outstanding affected Alternative Currency Advances, at the Borrower’s election, shall either (1) be converted into a Borrowing of Base Rate Advances in the same currency as Dollar Equivalent of the amount of such Term Rate Advances or to make outstanding Alternative Currency Advance immediately, in the case of an Alternative Currency Daily Rate Advances Advance or at the end of the applicable Interest Period, in the case of a Term SOFR Advance, BA Rate Advance or an Alternative Currency Term Rate Advance or (2) be prepaid in full immediately, in the case of an Alternative Currency Daily Rate Advance, or at the end of the applicable Interest Period, in the case of a Term SOFR Advance, BA Rate Advance or an Alternative Currency Term Rate Advance; provided that if applicableno election is made by Parent Borrower (x) in the case of an Alternative Currency Daily Rate Advance, by the date that is three Business Days after receipt by Parent Borrower of such notice or (y) in the case of a Term SOFR Advance, BA Rate Advance or an Alternative Currency Term Rate Advance, by the last day of the current Interest Period for the applicable Term SOFR Advance or Alternative Currency Term Rate Advance, Parent Borrower shall be suspended until the Administrative Agent shall notify each Borrower and the Lenders that the circumstances causing such suspension no longer existdeemed to have elected clause (1) above. (c) If Notwithstanding anything to the contrary in this Agreement or any Borrowerother Loan Documents, if the Agent reasonably determines, in requesting a Revolving Credit Borrowing comprised of Term Rate Advancesconsultation with Parent Borrower (which determination shall be conclusive absent manifest error), shall fail to select or Parent Borrower or the duration Majority Lenders notify the Agent (with, in the case of the Majority Lenders, a copy to Parent Borrower) that Parent Borrower or the Majority Lenders (in consultation with Parent Borrower) (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining the Relevant Rate for an Agreed Currency because none of the one month, three month or six month interest periods of such Relevant Rate (or, in the case of a Contract Rate Loan denominated in Canadian Dollars, 1, 2 or 3 months) (including any forward-looking term rate thereof) is available or published on a current basis and such circumstances are unlikely to be temporary; (ii) the Applicable Authority (or any successor administrator of the Term SOFR Screen Rate) has made a public statement or publication of information identifying a specific date after which one month, three month and six month interest periods of the Relevant Rate for an Agreed Currency (or, in the case of a Contract Rate Loan denominated in Canadian Dollars, 1, 2 or 3 months) (including any forward-looking term rate thereof) or the Term SOFR Screen Rate shall or will no longer be representative of the underlying market and economic reality that such Relevant Rate is intended to measure, or made available, or permitted to be used for determining the interest rate of loans denominated in such Agreed Currency, or shall or will otherwise cease, provided that, in each case, at the time of such statement, there is no successor administrator that is satisfactory to the Agent that will continue to provide such interest period(s) of the Relevant Rate for such Agreed Currency (the latest date on which one month, three month and six month interest periods of the Relevant Rate for such Agreed Currency (or, in the case of a Contract Rate Loan denominated in Canadian Dollars, 1, 2 or 3 months) (including any forward-looking term rate thereof) are no longer representative or available permanently or indefinitely (such specific date, the “Scheduled Unavailability Date”); then, (x) with respect to Term SOFR, on a date and time determined by the Agent, in consultation with Parent Borrower (any such date, the “Term SOFR Replacement Date”), which date will 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 plus the SOFR Adjustment for any payment period for interest calculated that can be determined by the 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 “Term SOFR Successor Rate”), and (y) with respect to any (A) Relevant Rate (other than Term SOFR) or (B) any then current Successor Rate if the events or circumstances of the type described in Section 2.09(c)(i) or (ii) have occurred with respect to the Successor Rate then in effect (or if Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date), reasonably promptly after such Term determination by the Agent (in consultation with Parent Borrower) or receipt by the Agent of such notice, as applicable, the Agent and Parent Borrower may amend this Agreement solely for the purpose of replacing the Relevant Rate Advances for an Agreed Currency or any then current Successor Rate for an Agreed Currency in accordance with this Section 2.09 with an alternate benchmark rate giving due consideration to any evolving or then existing convention for similar credit facilities syndicated and agented in the provisions contained U.S. and denominated in such Agreed Currency for such alternative benchmarks, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar credit facilities syndicated and agented in the U.S. and denominated in such Agreed Currency for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Agent from time to time in its reasonable discretion and may be periodically updated (and any such proposed rate, including for the avoidance of doubt, any adjustment thereto, an “Other Relevant Rate Successor Rate”, and together with the Term SOFR Successor Rate, a “Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Agent shall have posted such proposed amendment to all Lenders and Parent Borrower unless, prior to such time, Lenders comprising the Majority Lenders have delivered to the Agent written notice that such Majority Lenders object to such amendment. If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest payments will be payable on a quarterly basis. The Agent will promptly (in one or more notices) notify Parent Borrower and each Lender of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Agent, in consultation with Parent Borrower. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate will be deemed to be zero for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a Successor Rate, the Agent will have the right to make Conforming Changes, in consultation with Parent Borrower, from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Agent shall post each such amendment implementing such Conforming Changes to Parent Borrower and the Lenders reasonably promptly after such amendment becomes effective. If at any time, including in connection with the implementation of a Successor Rate, (i) the then-current Relevant Rate is a term rate (including Term SOFR, the BA Rate and any Alternative Currency Term Rate), and either (A) any tenor for such Relevant Rate is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Relevant Rate has provided a public statement or publication of information announcing that any tenor for such Relevant Rate is not or will not be representative, then the Agent, in consultation with Parent Borrower, may modify the definition of “Interest Period” or any similar or analogous definitions for any Relevant Rate settings at or after such time to remove any tenor of such Relevant Rate that is unavailable or non-representative for such Relevant Rate (including any Successor Rate) settings and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Relevant Rate (including a Successor Rate) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Relevant Rate (including any Successor Rate), then the Agent may, in Section 1.01consultation with Parent Borrower, modify the Administrative Agent will forthwith so notify definition of “Interest Period” or any similar or analogous definition, for all Relevant Rate settings at or after such Borrower and time to reinstate any such previously removed tenor for such Relevant Rate (including any Successor Rate) settings. (d) On the Lenders and date on which the aggregate unpaid principal amount of Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Advances will (to the extent such Term shall, if they are Advances of a Type other than Base Rate Advances, Canadian Base Rate Advances remain outstanding on such day) automaticallyor Canadian Prime Rate Advances, automatically Convert on the last day of the then existing Interest Period therefor, (i) if with respect to such Term Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Term Rate Advances are denominated in any Alternative Currency, be exchanged into an Equivalent amount of Dollars and be Converted Advance into Base Rate Advances, Canadian Base Rate Advances or Canadian Prime Rate Advances, as applicable, and on and after such date the right of any Borrower to Convert such Advances into Advances of a Type other than Base Rate Advances, Canadian Base Rate Advances or Canadian Prime Rate Advances shall terminate; provided, however, that if and so long as each such Advance shall be of the same Type and have the same Interest Period as Advances comprising another Borrowing or other Borrowings, and the aggregate unpaid principal amount of all such Advances shall equal or exceed $5,000,000, the Borrowers shall have the right to continue all such Advances as, or to Convert all such Advances into, Advances of such Type having such Interest Period. (de) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a8.01(a) or (e), (i) each Term Rate SOFR Advance and Alternative Currency Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Rate Advance is denominated in Dollars, be Converted convert into a Base Rate Advance and (B) if such Term or Canadian Base Rate Advance is denominated in any Alternative CurrencyDollars, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advanceas applicable, (ii) each Alternative Currency Daily BA Rate Advance will automatically, on the next Interest Payment Date applicable thereto, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (iii) the obligation of the Lenders to make Term Rate Advances or Alternative Currency Daily Rate Advances shall be suspended. (e) If the applicable Bloomberg screen or Reuters screen, as applicable, is unavailable, (i) the Administrative Agent shall forthwith notify the relevant Borrower and the Lenders that the interest rate cannot be determined for such Term Rate Advances or Alternative Currency Daily Rate Advances, as applicable, (ii) (x) with respect to Term Rate Advances, each such Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term convert into a Canadian Prime Rate Advance is denominated in Dollars, as regards a Canadian Borrower and shall be prepaid by the applicable repaid as regards a U.S. Borrower or be automatically Converted into a Base Rate Advance and (B) if such Term Rate Advance is denominated in any Alternative Currency, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (y) with respect to Alternative Currency Daily Rate Advances, each such Advance will (to the extent such Alternative Currency Daily Rate Advance remains outstanding on such day) automatically, on the next Interest Payment Date applicable thereto, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (iii) the obligation obligations of the Lenders to make Term make, or to convert Advances into, Contract Rate Advances and Loans or Alternative Currency Daily Rate Advances will be suspended. (f) All computations of interest for Base Rate Advances (including Base Rate Advances determined by reference to Term SOFR) shall be suspended until made on the Administrative basis of a year of 365 or 366 days, as the case may be, and actual days elapsed and all computations of interest for Canadian Base Rate Advances (including Canadian Base Rate Advances determined by reference to ▇▇▇▇ ▇▇▇▇), Canadian Prime Rate Advances and BA Rate Advances shall be made on the basis of a year of 365 days and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year) (or, in each case of Advances denominated in Alternative Currencies where market practice differs, in accordance with market practice). Interest shall accrue on each Advance for the day on which the Advance is made, and shall not accrue on an Advance, or any portion thereof, for the day on which the Advance or such portion is paid, provided that any Advance that is repaid on the same day on which it is made shall, subject to Section 4.01(a), bear interest for one day. Each determination by the Agent of an interest rate or fee hereunder shall notify the Borrowers be conclusive and the Lenders that the circumstances causing such suspension no longer exist.binding for all purposes, absent manifest error. When

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice (i) to the Company Parent Borrower, the applicable Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.08(a) and or (ii) to the Company, the Swing Line Banks and the Swing Line Agent of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(iib). (b) IfIf in connection with any request for a Term SOFR Advance, an Alternative Currency Advance or a BA Rate Advance or a conversion of Index Rate Loans to Term SOFR Advances, Alternative Currency Advances or BA Rate Advances or a continuation of any of such Advances, as applicable, (i) the Agent determines, in consultation with Parent Borrower, (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 2.09(c) and the circumstances under clause (i) of Section 2.09(c) or the Scheduled Unavailability Date, has occurred with respect to such Relevant Rate (as applicable), or (B) adequate and reasonable means do not otherwise exist for determining the Relevant Rate for the applicable Agreed Currency for any determination date(s) or requested Interest Period, as applicable, with respect to any a proposed Term SOFR Advance, an Alternative Currency Daily Advance or a BA Rate Advances Advance or Term in connection with an existing or proposed Index Rate AdvancesLoan, the Majority Lenders notify the Administrative Agent that (i) with respect to Advances denominated in Euros or Yen, they are unable to obtain matching deposits in the applicable interbank market at or about the applicable time on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Revolving Credit Advances as part of such Borrowing during its Interest Period or (ii) the applicable Term Rate Agent or the Majority Lenders determine, in consultation with Parent Borrower, that for any reason the Relevant Rate with respect to a proposed Advance denominated in an Agreed Currency for any requested Interest Period for such Advances will or determination date(s) does not adequately and fairly reflect the cost to such Majority Lenders of making, funding or maintaining their respective Term Rate Advances for such Interest Period, or the Alternative Currency Daily Rate for the applicable interest payment period will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Alternative Currency Daily Rate AdvancesAdvance, the Administrative Agent shall forthwith will promptly so notify each Parent Borrower and the Lenders, whereupon (A) such Borrower will, on the last day of the then existing Interest Period therefor (in the case of Term Rate Advances) or on the next applicable Interest Payment Date (in the case of Alternative Currency Daily Rate Advances)each Lender. Thereafter, (1) if such Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Advances are denominated in any Alternative Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances, and (B) the obligation of the Lenders to make Term Rate or maintain Advances in the same currency as such Term Rate Advances or to make Alternative Currency Daily Rate Advances (if applicable) shall be suspended until the Administrative Agent shall notify each Borrower and the Lenders that the circumstances causing such suspension no longer exist. (c) If any Borrower, in requesting a Revolving Credit Borrowing comprised of Term Rate Advances, shall fail to select the duration of the Interest Period for such Term Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify such Borrower and the Lenders and such Advances will (to the extent such Term Rate Advances remain outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (i) if such Term Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Term Rate Advances are denominated in any Alternative Currency, be exchanged into an Equivalent amount of Dollars and be Converted into Base Rate Advances. (d) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Term Rate Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (B) if such Term Rate Advance is denominated in any Alternative Currency, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, (ii) each Alternative Currency Daily Rate Advance will automatically, on the next Interest Payment Date applicable thereto, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (iii) the obligation of the Lenders to make Term Rate Advances or Alternative Currency Daily Rate Advances shall be suspended. (e) If the applicable Bloomberg screen or Reuters screenaffected currencies, as applicable, is unavailable, (i) the Administrative Agent shall forthwith notify the relevant Borrower and the Lenders that the interest rate cannot be determined for such or to convert Index Rate Loans to Term Rate SOFR Advances, Alternative Currency Advances or Alternative Currency Daily BA Rate Advances, as applicable,, shall be suspended in each case to the extent of the affected Term SOFR Advances, Alternative Currency Advances or BA Rate Advances or Interest Period or determination date(s), as applicable, and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate or the Canadian Base Rate, or the BA (c) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Agent reasonably determines, in consultation with Parent Borrower (which determination shall be conclusive absent manifest error), or Parent Borrower or the Majority Lenders notify the Agent (with, in the case of the Majority Lenders, a copy to Parent Borrower) that Parent Borrower or the Majority Lenders (in consultation with Parent Borrower) (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining the Relevant Rate for an Agreed Currency because none of the one month, three month or six month interest periods of such Relevant Rate (or, in the case of a Contract Rate Loan denominated in Canadian Dollars, 1, 2 or 3 months) (including any forward-looking term rate thereof) is available or published on a current basis and such circumstances are unlikely to be temporary; (ii) the Applicable Authority (or any successor administrator of the Term SOFR Screen Rate) has made a public statement or publication of 116 information identifying a specific date after which one month, three month and six month interest periods of the Relevant Rate for an Agreed Currency (or, in the case of a Contract Rate Loan denominated in Canadian Dollars, 1, 2 or 3 months) (including any forward-looking term rate thereof) or the Term SOFR Screen Rate shall or will no longer be representative of the underlying market and economic reality that such Relevant Rate is intended to measure, or made available, or permitted to be used for determining the interest rate of loans denominated in such Agreed Currency, or shall or will otherwise cease, provided that, in each case, at the time of such statement, there is no successor administrator that is satisfactory to the Agent that will continue to provide such interest period(s) of the Relevant Rate for such Agreed Currency (the latest date on which one month, three month and six month interest periods of the Relevant Rate for such Agreed Currency (or, in the case of a Contract Rate Loan denominated in Canadian Dollars, 1, 2 or 3 months) (including any forward-looking term rate thereof) are no longer representative or available permanently or indefinitely (such specific date, the “Scheduled Unavailability Date”); then, (x) with respect to Term Rate Advances, each such Advance will (to the extent such Term Rate Advance remains outstanding on such day) automaticallySOFR, on a date and time determined by the last day Agent, in consultation with Parent Borrower (any such date, the “Term SOFR Replacement Date”), which date will be at the end of the then existing an Interest Period thereforor on the relevant interest payment date, as applicable, for interest calculated and solely with respect to clause (Aii) if such above, no later than the Scheduled Unavailability Date, Term Rate Advance is denominated in DollarsSOFR will be replaced hereunder and under any Loan Document with, Daily Simple SOFR plus the SOFR Adjustment for any payment period for interest calculated that can be prepaid determined by the applicable Borrower Agent, in each case, without any amendment to, or be automatically Converted into a Base Rate Advance and further action or consent of any other party to, this Agreement or any other Loan Document (B) if such the “Term Rate Advance is denominated in any Alternative Currency, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate AdvanceSOFR Successor Rate”), and (y) with respect to Alternative any (A) Relevant Rate (other than Term SOFR) or (B) any then current Successor Rate if the events or circumstances of the type described in Section 2.09(c)(i) or (ii) have occurred with respect to the Successor Rate then in effect (or if Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date), reasonably promptly after such determination by the Agent (in consultation with Parent Borrower) or receipt by the Agent of such notice, as applicable, the Agent and Parent Borrower may amend this Agreement solely for the purpose of replacing the Relevant Rate for an Agreed Currency or any then current Successor Rate for an Agreed Currency in accordance with this Section 2.09 with an alternate benchmark rate giving due consideration to any evolving or then existing convention for similar credit facilities syndicated and agented in the U.S. and denominated in such Agreed Currency for such alternative benchmarks, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar credit facilities syndicated and agented in the U.S. and denominated in such Agreed Currency for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Agent from time to time in its reasonable discretion and may be periodically updated (and any such proposed rate, including for the avoidance of doubt, any adjustment thereto, an “Other Relevant Rate Successor Rate”, and together with the Term SOFR Successor Rate, a “Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Agent shall have posted such 117 proposed amendment to all Lenders and Parent Borrower unless, prior to such time, Lenders comprising the Majority Lenders have delivered to the Agent written notice that such Majority Lenders object to such amendment. If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest payments will be payable on a quarterly basis. The Agent will promptly (in one or more notices) notify Parent Borrower and each Lender of the implementation of any Successor Rate. Any Successor Rate Advances, each such Advance will (shall be applied in a manner consistent with market practice; provided that to the extent such Alternative Currency Daily market practice is not administratively feasible for the Agent, such Successor Rate Advance remains outstanding on such day) automatically, on the next Interest Payment Date applicable thereto, shall be prepaid applied in a manner as otherwise reasonably determined by the applicable Borrower or Agent, in consultation with Parent Borrower. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be automatically exchanged into an Equivalent amount less than zero, the Successor Rate will be deemed to be zero for the purposes of Dollars this Agreement and Converted into the other Loan Documents. In connection with the implementation of a Base Rate AdvanceSuccessor Rate, and (iii) the obligation of Agent will have the Lenders right to make Term Rate Advances and Alternative Currency Daily Rate Advances shall be suspended until Conforming Changes, in consultation with Parent Borrower, from time to time and, notwithstanding anything to the Administrative contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Agent shall notify the Borrowers post each such amendment implementing such Conforming Changes to Parent Borrower and the Lenders reasonably promptly after such amendment becomes effective. If at any time, including in connection with the implementation of a Successor Rate, (i) the then-current Relevant Rate is a term rate (including Term SOFR, the BA Rate and any Alternative Currency Term Rate), and either (A) any tenor for such Relevant Rate is not displayed on a screen or other information service that publishes such rate from time to time as selected by the circumstances causing Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such suspension Relevant Rate has provided a public statement or publication of information announcing that any tenor for such Relevant Rate is not or will not be representative, then the Agent, in consultation with Parent Borrower, may modify the definition of “Interest Period” or any similar or analogous definitions for any Relevant Rate settings at or after such time to remove any tenor of such Relevant Rate that is unavailable or non-representative for such Relevant Rate (including any Successor Rate) settings and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Relevant Rate (including a Successor Rate) or (B) is not, or is no longer existlonger, subject to an announcement that it is not or will not be representative for a Relevant Rate (including any Successor Rate), then the Agent may, in consultation with Parent Borrower, modify the definition of “Interest Period” or any similar or analogous definition, for all Relevant Rate settings at or after such time to reinstate any such previously removed tenor for such Relevant Rate (including any Successor Rate) settings.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice (i) to the Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i) and (ii) to the Company, the Swing Line Banks and the Swing Line Agent of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(ii). (b) If, with respect to any Alternative Currency Daily Rate Advances or Term Eurocurrency Rate Advances, the Majority Required Lenders notify the Administrative Agent that (i) with respect to Advances denominated in Euros or Yen, they are unable to obtain matching deposits in adequate and reasonable means do not exist for ascertaining the applicable interbank market at or about Eurocurrency Rate, as applicable (including because the applicable time screen rate is not available or published on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Revolving Credit Advances as part of such Borrowing during its Interest Period current basis) or (ii) the applicable Term Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Required Lenders of making, funding or maintaining their respective Term Eurocurrency Rate Advances for such Interest Period, or the Alternative Currency Daily Rate for the applicable interest payment period will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Alternative Currency Daily Rate Advances, the Administrative Agent shall forthwith so notify each Borrower the Borrowers and the Lenders, whereupon (A) such the applicable Borrower will, on the last day of the then existing Interest Period therefor (in the case of Term Rate Advances) or on the next applicable Interest Payment Date (in the case of Alternative Currency Daily Rate Advances)therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in Euro, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable to Eurocurrency Rate Advances for Euro, the applicable Borrower may elect, by notice to the Administrative Agent and the Lenders, to continue such Advances in Euro for a period of not longer than 30 days, which Advances shall bear interest at a rate per annum equal to the Applicable Margin in respect of Eurocurrency Rate Advances plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Administrative Agent and the applicable Borrower as soon as practicable (but in any Alternative Currencyevent not later than ten Business Days after the first day of such period). (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of the Applicable Eurocurrency Rate has made a public statement that the administrator of the Applicable Eurocurrency Rate is insolvent (and there is no successor administrator that will continue publication of the Applicable Eurocurrency Rate), (x) the administrator of the Applicable Eurocurrency Rate has made a public statement identifying a specific date after which the Applicable Eurocurrency Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of Applicable Eurocurrency Rate), (y) the supervisor for the administrator of the Applicable Eurocurrency Rate has made a public statement identifying a specific date after which the Applicable Eurocurrency Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the Applicable Eurocurrency Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Applicable Eurocurrency Rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans denominated in the applicable currency 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 Rate); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 9.02, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date that a copy of such amendment is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii)(w), clause (ii)(x) or clause (ii)(y) of the first sentence of this Section 2.07(b), only to the extent the Applicable Eurocurrency Rate for the applicable currency and such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Rate Advance shall be ineffective and (y) if any Borrowing Request requests a Eurocurrency Rate Advance, such Borrowing shall be made as a Base Rate Advance; provided that (A) the applicable Borrower will, on the last day of the then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in Euro, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances, and (B) the obligation of the Lenders to make Term Rate Advances in the same currency as such Term Rate Advances or to make Alternative Currency Daily Rate Advances (if applicable) shall be suspended until the Administrative Agent shall notify each Borrower and the Lenders that the circumstances causing such suspension no longer exist. (c) If any Borrower, in requesting a Revolving Credit Borrowing comprised of Term Rate Advances, Borrower shall fail to select the duration of the any Interest Period for such Term any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify such Borrower and the Lenders and such Advances will (to the extent such Term Rate Advances remain outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (i) if such Term Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Term Eurocurrency Rate Advances are denominated in any Alternative CurrencyEuro, be exchanged into an Equivalent amount of Dollars and be Converted Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the Revolving Credit Borrowing Minimum, such Advances shall automatically, in the case of Eurocurrency Rate Advances denominated in Dollars, Convert into Base Rate Advances or, in the case of Eurocurrency Rate Advances denominated in Euro, be exchanged into an Equivalent amount of Dollars and Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Term Eurocurrency Rate Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Eurocurrency Rate Advance is Advances are denominated in Dollars, be Converted into a Base Rate Advance Advances and (B) if such Term Eurocurrency Rate Advance is Advances are denominated in any Alternative CurrencyEuro, be exchanged into for an Equivalent amount of Dollars and be Converted into a Base Rate Advance, Advances and (ii) each Alternative Currency Daily Rate Advance will automatically, on the next Interest Payment Date applicable thereto, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (iii) the obligation of the Lenders to make Term Rate make, or to Convert Advances or Alternative Currency Daily into, Eurocurrency Rate Advances shall be suspended. (e) If ; provided that the applicable Bloomberg screen or Reuters screenBorrower may elect, as applicable, is unavailable, (i) by notice to the Administrative Agent shall forthwith notify the relevant Borrower and the Lenders within one Business Day of such Event of Default, to continue such Advances in Euro, whereupon the Administrative Agent may require that the interest rate cannot be determined for each such Term Eurocurrency Rate Advances or Alternative Currency Daily shall bear interest at the Overnight Eurocurrency Rate Advancesfor a period of three Business Days and thereafter, as applicable, (ii) (x) with respect to Term Rate Advances, each such Advance will (to the extent such Term Eurocurrency Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Rate Advance is denominated in Dollars, shall be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance and (B) if such Term Rate Advance is denominated in any Alternative Currency, be prepaid by the applicable Borrower or be automatically exchanged into for an Equivalent amount of Dollars and be Converted into a Base Rate Advance, and (y) with respect to Alternative Currency Daily Rate Advances, each such Advance will (to the extent such Alternative Currency Daily Rate Advance remains outstanding on such day) automatically, on the next Interest Payment Date applicable thereto, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (iii) the obligation of the Lenders to make Term Rate Advances and Alternative Currency Daily Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist.

Interest Rate Determination. (a) The Administrative Agent shall give prompt notice (i) to the Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i) and ), (ii), (iii) to the Company, the Swing Line Banks and the Swing Line Agent of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(iior (iv). (b) If, with respect to any Term Rate Advances, Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances or Term Rate Advances, the Majority Required Lenders notify the Administrative Agent that (i) with respect to Advances denominated in Euros or Yen, they are unable to obtain matching deposits in the applicable interbank market currency in the Relevant Interbank Market at or about the applicable time 11:00 A.M. (New York City time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Revolving Credit Advances as a part of such Borrowing during its Interest Period (or, with respect to Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, on the relevant date of determination) or (ii) the applicable Term Rate for any Interest Period (or, with respect to Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, for any relevant date of determination) for such Advances will not adequately reflect the cost to such Majority Required Lenders of making, funding or maintaining their respective Term Rate Advances in the applicable currency for such Interest PeriodPeriod (or, with respect to Daily Simple SOFR Advances or the Alternative Currency Daily Rate for the applicable interest payment period will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Alternative Currency Daily Rate Advances, for such date of determination), the Administrative Agent shall forthwith so notify each Borrower and the Lenders, whereupon (A) the Borrower of such Borrower Term Rate Advances in such currency will, on the last day of the then existing Interest Period therefor (in the case of Term Rate Advances) or, with respect to Daily Simple SOFR Advances or on the next applicable Interest Payment Date (in the case of Alternative Currency Daily Rate Advances, immediately), (1) if such Term Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Term Rate Advances or Alternative Currency Daily Rate Advances, as applicable, are denominated in any Alternative Currency, either a Committed Currency or other Foreign Currency (xother than Dollars) prepay such Advances in the Committed Currency or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advancesother Foreign Currency in which they were made, and (B) the obligation of the Lenders to make make, or to Convert or continue Revolving Credit Advances into, Term Rate Advances in the same currency as such Term Rate Advances, Daily Simple SOFR Advances or to make Alternative Currency Daily Rate Advances (if Advances, as applicable) , in such currency shall be 90 Sealed Air – 4th A&R Syndicated Facility Agt suspended until the Administrative Agent shall notify each Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable with respect to Term Rate Advances, the applicable Borrower may elect, by notice to the Agent and the Lenders, to continue such Term Rate Advances in such Committed Currency (for the avoidance of doubt, other than ▇▇▇▇▇▇▇▇) or other Foreign Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Term Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Agent and the Company as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period). (c) If any Borrower, in requesting a Revolving Credit Borrowing comprised of Term Rate Advances, Borrower shall fail to select the duration of the any Interest Period for such any Term Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify such Borrower and the Lenders who have extended such Term Rate and such Advances will (to the extent such Term Rate Advances remain outstanding on such day) automatically, on the last day of the then existing Interest Period thereforfor such Advances, (i) if such in the case of Term Rate Advances are denominated in Dollars, Convert such Term Rate Advances into Base Rate Advances, (ii) in the case of Term Rate Advances denominated in a Committed Currency or other Foreign Currency (other than Dollars or Pesos), continue such Term Rate Advances as Term Rate Advances with a one-month Interest Period, and (iii) in the case of ▇▇▇▇ ▇▇▇▇ Advances, continue such TIIE Rate Advance as a TIIE Rate Advance with a 28-day Interest Period. (d) On the date on which the aggregate unpaid principal amount of Term Rate Advances, Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically (i) in the case of Daily Simple SOFR Advances or Term Rate Advances denominated in Dollars, Convert such Term Rate Advances or Daily Simple SOFR Advances, as applicable, into Base Rate Advances, and (ii) if in the case of Term Rate Advances denominated in a Committed Currency or other Foreign Currency (other than Dollars), on the last day of the applicable Interest Period for such Term Rate Advances, and the last day of each subsequent Interest Period for so long as the total of such Advances are less than the Equivalent of $5,000,000, (A) in the case of a Committed Currency or other Foreign Currency (other than Dollars or Pesos), continue such Term Rate Advances are denominated as Term Rate Advances with a one-month Interest Period and (B) in any Alternative Currencythe case of Term Rate Advances in Pesos, be exchanged into an Equivalent amount of Dollars and be Converted into Base continue such Term Rate AdvancesAdvances as TIIE Rate Advances with a 28-day Interest Period. (de) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a)Default, upon the request of the Required Lenders, (i) each Term Rate Advance, each Daily Simple SOFR Advance and each Alternative Currency Daily Rate Advance will automatically, (A) with respect to the extent such Alternative Currency Daily Rate Advances denominated in Sterling and Daily Simple SOFR Advances, with immediate effect, and (B) with respect to Term Rate Advance remains outstanding on such day) automaticallyAdvances, on the last day of the then existing Interest Period therefor, (A) if such Term Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (B) if such Term Rate Advance is denominated in any Alternative Currencya Committed Currency or other Foreign Currency (other than Dollars), be exchanged into for an Equivalent amount of Dollars and Converted into a Base Rate Advance, (ii) each Alternative Currency Daily Rate Advance will automatically, on the next Interest Payment Date applicable thereto, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (iiiii) the obligation of the Lenders to make Term Rate make, or to Convert Advances or Alternative Currency Daily Rate Advances shall be suspended. (e) If the applicable Bloomberg screen or Reuters screeninto, as applicable, is unavailable, (i) the Administrative Agent shall forthwith notify the relevant Borrower and the Lenders that the interest rate cannot be determined for such Term Rate Advances or Alternative Currency Daily Rate Advances, as applicable, (ii) (x) with respect to Term Rate Advances, each such Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance and (B) if such Term Rate Advance is denominated in any Alternative Currency, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (y) with respect to Alternative Currency Daily Rate Advances, each such Advance will (to the extent such Alternative Currency Daily Rate Advance remains outstanding on such day) automatically, on the next Interest Payment Date applicable thereto, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (iii) the obligation of the Lenders to make Term Rate Simple SOFR Advances and Alternative Currency Daily Rate Advances shall be suspended until automatically suspended. 91 Sealed Air – 4th A&R Syndicated Facility Agt (f) For the Administrative purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 365-day year or 366-day year, as applicable, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 365 or 366, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement. Each of the Loan Parties confirms that it fully understands and is able to calculate the rate of interest applicable to the credit facility under this Agreement based on the methodology for calculating per annum rates provided for in this Agreement. The Agent shall notify agrees that if requested in writing by the Borrowers it will calculate the nominal and effective per annum rate of interest on the Facility outstanding at the time of such request and provide such information to the Borrowers promptly following such request; provided that any error in any such calculation, or any failure to provide such information on request, shall not relieve the Borrowers or any other Loan Party of any of its obligations under this Agreement or any other Loan Document, nor result in any liability to the Agent or any Lender. Each Loan Party hereby irrevocably agrees not to plead or assert, whether by way of defence or otherwise, in any proceeding relating to the Loan Documents, that the interest payable under the Loan Documents and the Lenders calculation thereof has not been adequately disclosed to the Loan Parties, whether pursuant to section 4 of the Interest Act (Canada) or any other applicable law or legal principle. (g) If any provision of this Agreement would oblige the CDN Revolver Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by applicable Law or would result in a receipt by that Lender of “interest” at a “criminal rate” (as such terms are construed under the circumstances causing Criminal Code (Canada)), then, notwithstanding such suspension no longer existprovision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Law or so result in a receipt by that Lender of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows (i) first, by reducing the amount or rate of interest required to be paid to the affected Lender under Section 2.08 and (ii) thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to the affected Lender which would constitute interest for purposes of section 347 of the Criminal Code (Canada). (i) If the Banco de México fails to publish the TIIE for the applicable Interest Period on the first Business Day of such Interest Period, either temporarily or on a definitive basis, the TIIE Rate shall be calculated applying any rate published by the Banco de México in substitution of the applicable TIIE Rate, and (ii) if clause (i) above is not available, the TIIE Rate shall be calculated based on the annual yield for the TIIE for a period closest to the duration of the applicable Interest Period, either compounded or calculated based on a 28, 91 or 182 day, as applicable, equivalent basis in substitution of the TIIE Rate. 92 Sealed Air – 4th A&R Syndicated Facility Agt