Common use of Inability to Determine Rates Clause in Contracts

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan or (B)(x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c) do not apply (in each case with respect to clause (i) above, “Impacted Loans”) or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (2) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent revokes such notice (or, in which the case of a Administrative Agent agrees promptly to do upon determination by the Administrative Agent or the Required Lenders described in that the foregoing clause (iicircumstances giving rise to such notice no longer exist), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (ia) the Administrative Agent determines that (Ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c) do not apply (in each case with respect to clause (ia) above, “Impacted Loans”) ), or (iib) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify in writing the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) of the first sentence of this section, the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (y1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this section, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any outstanding Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof; provided that nothing in this paragraph shall affect any right that the Borrower may otherwise have to revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans will or Interest Periods), or convert such request into a request for a Borrowing of Base Rate Loans in the amount specified therein, in each case in accordance with and subject to the terms of this Agreement, it being understood and agreed that the Administrative Agent may not establish an alternative interest rate pursuant to this Section 3.03 in respect of Base Rate Loans, or Eurodollar Rate Loans to be deemed to have been converted into Base Rate Loans at pursuant to the end last sentence of the applicable Interest Periodpreceding paragraph of this Section 3.03.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent reasonably determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Term Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Term Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. If the Administrative Agent determines, for any proposed Interest Period, that: (a) If deposits in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof (i) the Administrative Agent determines that (A) Dollar deposits Dollars are not being offered to banks in the London interbank eurodollar applicable offshore market for the applicable amount and Interest Period of such Eurodollar any LIBOR Rate Loan or Loan; (B)(xb) adequate and reasonable means do not exist for determining LIBOR; or (c) LIBOR does not adequately or fairly reflect the Eurodollar cost to the Lenders of funding or maintaining any LIBOR Rate for Loan, then: (i) the Administrative Agent shall forthwith notify the Lenders and the Borrowers; and (ii) while such circumstances exist, none of the Lenders shall allocate any requested Loans made during such period, or reallocate any Loans allocated to any then-existing Interest Period ending during such period, to an Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c) do not apply (in each case which interest is calculated by reference to LIBOR. If, with respect to clause any outstanding Interest Period, a Lender notifies the Administrative Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such Loans or that LIBOR applicable to such Loans will not adequately reflect the cost to the Person of funding or maintaining such Loans for such Interest Period, then: (i) above, “Impacted Loans”) or (iiA) the Administrative Agent shall forthwith so notify the Borrowers and the Lenders; and (B) upon such notice and thereafter while such circumstances exist, the applicable Lender shall not make any LIBOR Rate Loans during such period or the Required Lenders determine that for reallocate any reason the Eurodollar Rate for Loans allocated to any requested Interest Period ending during such period, to an Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost which interest is calculated by reference to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. ThereafterLIBOR; provided that, (1x) if the obligation of the Lenders forgoing notice relates to make or maintain Eurodollar Loans that are outstanding as LIBOR Rate Loans, such Loans shall be suspended (Converted to Reference Rate Loans only on the extent last day of the affected Eurodollar Rate Loans or then-current Interest Periods) Period, and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower Borrowers may revoke any pending request outstanding Requests for Borrowing. Each Lender shall promptly notify the Borrowers when the circumstances described in this Section 4.3 cease to exist and any Loan converted to a Borrowing of, conversion Reference Rate Loan or not converted to or continuation a LIBOR Rate Loan shall be converted on the last day of Eurodollar the then-current Interest Period to a LIBOR Rate Loans (Loan with an Interest Period of the same duration as the Interest Period that was in effect immediately prior to the extent conversion of such LIBOR Rate Loan to a Reference Rate Loan (or the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans duration selected in the amount specified therein and (y) event of any outstanding affected Eurodollar Loan that was not converted from a Reference Rate Loans will be deemed Loan to have been converted into Base a LIBOR Rate Loans at the end of the applicable Interest PeriodLoan).

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c2.14(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Representative and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of this Section 2.14(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower Representative may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to clause (i) above, “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurocurrency market for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate (in clauses (i) or (ii) thereof) for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.05(c)(i) do not apply (in each case with respect to this clause (i) above), “"Impacted Loans”) "), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Eurocurrency Rate (in clauses (i) or (ii) thereof) for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Relevant Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans (not based on Canadian B/A Rate) shall be suspended suspended, (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the U.S. Base Rate , the Canadian Base Rate and the European Base Rate, the utilization of the Eurodollar Eurocurrency Rate (in clauses (i) or (ii) thereof) component in determining the U.S. Base Rate, the Canadian Base Rate and the European Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.05(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (not based on Canadian B/A Rate) (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of applicable Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of of, or conversion to or continuation of, Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits (whether in Dollars or Canadian Dollars) are not being offered to banks in the London applicable offshore interbank eurodollar Eurocurrency market for such currency for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Committed Loan (whether denominated in Dollars or Canadian Dollars) or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason (x) the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Committed Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, or (y) with respect to Canadian BA’s that adequate and reasonable means do not exist for determining pricing with respect to such Canadian BA’s, the Administrative Agent will promptly so notify the Borrower Company and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans in the affected currency or currencies or to issue Canadian BA’s shall be suspended (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans (to the extent of in the affected Eurodollar Rate Loans currency or Interest Periods) currencies or for Canadian BA’s, as applicable, or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar or, in the case of a request for Eurocurrency Rate Loans will be deemed to have been converted into Base denominated in Canadian Dollars or Canadian BA’s, a request for a Committed Borrowing of Canadian Prime Rate Loans at the end of the applicable Interest PeriodLoans.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason that the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If the replacement terms of Section 2.14 have not been implemented, if the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan or (B)(xii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c) do not apply (in each case with respect to clause (i) aboveLoan, “Impacted Loans”) or (iib) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders Lender of funding such Eurodollar Rate Loan, then in each case, the Administrative Agent will promptly so notify the Borrower and each Lender. ThereafterIf the replacement terms of Section 2.14 have not been implemented, thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (Notice prior to the extent funding of the affected Eurodollar Rate Loans or Interest Periods) on the Closing Date or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans Loans, in the amount specified therein therein. In addition, if at any time the Administrative Agent determines in good faith (which determination shall be conclusive absent manifest error) that, if the replacement terms of Section 2.14 have not been implemented, (i) the circumstances set forth in Section 3.02 or the first paragraph of this Section 3.03 have arisen and such circumstances are unlikely to be temporary or (yii) any outstanding affected the circumstances set forth in Section 3.02 or the first paragraph of this Section 3.03 have not arisen but the supervisor for the administrator of the Eurodollar Rate Loans or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Eurodollar Rate shall no longer be used for determining interest rates for loans, which date will be deemed prior to have been converted into Base Rate Loans at the end of the applicable second Interest Period then (i) if the Closing Date has not occurred, any Loans funded on the Closing Date shall be Base Rate Loans or (ii) if any Loans have funded, such Loans shall be converted to Base Rate Loans on the earlier of such specific date and the beginning of the next Interest Period, and in either such case, the Base Rate shall be determined without the utilization of the Eurodollar Rate component of the Base Rate. Upon any conversion of Eurodollar Rate Loans to Base Rate Loans pursuant to this Section 3.03, the Borrower shall also pay accrued interest on the amount so converted.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to clause (ia)(i) above, “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If the Administrative Agent determines in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof (i) the Administrative Agent determines that (Aa) Dollar deposits are not being offered to banks in the London interbank eurodollar applicable offshore Dollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan or Loan, (B)(xb) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed such Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c) do not apply (in each case with respect to clause (i) aboveLoan, “Impacted Loans”) or (iic) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed such Eurodollar Rate Loan does not adequately and fairly reflect the cost to such the Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lenderall Lenders. Thereafter, (1) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (2) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may may, without liability for any attendant breakage costs, revoke any pending request for a Borrowing ofBorrowing, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) of the first sentence of this section, the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the affected Loans (ythe “Impacted Loans”), in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this section, (2) the Administrative Agent or the affected Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any outstanding affected Eurodollar Rate Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans will be deemed whose interest is determined by reference to have been converted into Base Rate Loans at such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the end authority of such Lender to do any of the applicable Interest Periodforegoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan or (B)(x) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) abovea), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspended (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Revolving Credit Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB) (1) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Fixed Rate Loan or in connection with an existing or proposed Base Eurodollar Floating Rate Loan and (y2) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (2) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of this Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB) (1) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y2) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof (ia) the Administrative Agent determines that (Ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan or (B)(xii)(A) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (yB) the circumstances described in Section 3.03(c3.07(a) do not apply (in each case with respect to clause (ia) above, “Impacted Loans”) or (iib) the Administrative Agent or the Required Lenders determine determines that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (2) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (orAgent, in the case of a determination by the Required Lenders described in the foregoing clause (ii), until the Administrative Agent upon the instruction of the Required Lenders) , revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) of the first sentence of this Section 3.03, the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (ya) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this Section 3.03, (b) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (c) any outstanding affected Eurodollar Rate Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans will be deemed whose interest is determined by reference to have been converted into Base Rate Loans at such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the end authority of such Lender to do any of the applicable Interest Periodforegoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, (ia) the Administrative Agent determines in good faith that (Ai) Dollar deposits are not being offered to banks in the London applicable offshore interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or (B)(xii) adequate and reasonable means do not exist for determining the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c) do not apply (in each case with respect to this clause (i) abovea), “Impacted Loans”) ), or (iib) the Administrative Agent or the Required Lenders determine in good faith that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such the Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Representative and each Lenderall Lenders. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii), until the Administrative Agent upon the instruction of the Required Lenders) revokes such noticenotice once the circumstances giving rise to such suspension no longer exist. Upon receipt of such notice, (x) the Borrower Representative may revoke any pending request for a Borrowing ofBorrowing, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) of this Section 3.03, the Administrative Agent, in consultation with the Borrowers and the affected Lenders, may establish an alternative interest rate for the applicable Impacted Loans, in which case, such alternative interest rate shall apply with respect to such Impacted Loans until (y1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under the first sentence of this Section 3.03, (2) the Administrative Agent notifies the Borrower Representative that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable Impacted Loans, or (3) any outstanding affected Eurodollar Rate Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans will be deemed whose interest is determined by reference to have been converted into Base Rate Loans at such alternative interest rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the end ability of such Lender to do any of the applicable Interest Periodforegoing and, in each case, such Lender provides the Administrative Agent and the Borrower Representative written notice thereof.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent reasonably determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB) (1) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y2) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders reasonably determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of this Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to clause (ia)(i) above, “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Company or the applicable Designated Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, or with respect to the One Month LIBOR Rate component of any Base Rate Loan, Overnight Loan or Swing Line Loan, as the case may be, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Base Rate or the One Month LIBOR Rate, as the case may be, for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, Overnight Loan or Swing Line Loan, as the case may be, and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar One Month LIBOR Rate component of the Base Rate or the Overnight Rate, as the case may be, the utilization of the Eurodollar One Month LIBOR Rate component in determining the Base Rate and the Overnight Rate, as applicable, shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan or Loan, (B)(xB)(1) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan Loan, and (y2) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Revolving Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Revolving Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) 82. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent reasonably determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB)(1) adequate and reasonable means do not 91 exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan Loan, and (y2) the circumstances described in Section 3.03(c) do not apply (in each case with respect to this clause (i) abovea)(i), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such the Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (iiSection 3.03(a)(ii), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If Notwithstanding any provisions ---------------------------- herein to the contrary, if, in connection with relation to any request for a Eurodollar proposed Eurocurrency Rate Loan or a conversion to or continuation thereof Eurocurrency Rate Bid Loan, (ia) the Administrative Agent determines shall have determined (which determination shall be conclusive and binding upon all parties hereto) that (Ai) Dollar deposits are not being offered to banks in by reason of circumstances affecting the London interbank eurodollar Eurocurrency market for the applicable amount and Interest Period of such Eurodollar Rate Loan or (B)(x) adequate and reasonable fair means do not exist for determining ascertaining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar be applicable to such Eurocurrency Rate Loan or in connection with an existing or proposed Base Eurocurrency Rate Bid Loan and (y) the circumstances described in Section 3.03(c) do not apply (in each case with respect to clause (i) above, “Impacted Loans”) or (ii) the Applicable Currency of such Loan for the applicable Interest Period is not or will not be readily available to the Foreign Facility Banks in the London interbank market in sufficient amounts in the ordinary course of business to fund such Loan or (b) the Administrative Agent shall have received notice from the Required Banks (in the case of Eurocurrency Rate Loans to be made under Section 2) or the Required Lenders determine Foreign Facility Banks (in the case of Eurocurrency Rate Loans to be made under Section 3) that the Eurocurrency Rate determined or to be determined for any reason the Eurodollar Rate for any requested such affected Interest Period with respect to a proposed Eurodollar Rate Loan does will not adequately and fairly reflect the cost to such Lenders Banks (as conclusively certified by such Banks) of funding making or maintaining their affected Loans during such Eurodollar Rate Loanaffected Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafterthen, (1) the obligation of the Lenders Banks to make make, continue or maintain Eurodollar Eurocurrency Rate Loans in such Applicable Currency or Eurocurrency Rate Bid Loan or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (2) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii), until the Administrative Agent upon the instruction of the Required Lenders) Banks revokes such noticenotice in writing. Upon receipt If, notwithstanding the provisions of this subsection 4.5, any Bank has made available to any Borrower (or the Italian Lender with respect to an Italian Subsidiary Loan) its share of any such noticeproposed Loan, then such Borrower (xor the Italian Lender, as the case may be) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in shall immediately repay the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed so made available to have been converted into Base Rate Loans at the end of the applicable Interest Periodit by such Bank, together with accrued interest thereon, if any.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period.37 12992164v5 27112.00011

Inability to Determine Rates. (a) If the Administrative Agent determines that for any reason in connection with any request for a Eurodollar Rate RateTerm SOFR Loan or a conversion to or continuation thereof (i) the Administrative Agent determines that (Aa) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, (b) (xof Base Rate Loans to Term SOFR Loans or a continuation of any of such Loans, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate has been determined in accordance with Section 3.03(b), and the circumstances under clause (i) of Section 3.03(b) or the Scheduled Unavailability Date has occurred, or (B)(xB) adequate and reasonable means do not otherwise exist for determining the Eurodollar Rate RateTerm SOFR for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to clause this clauses (ia) aboveand (b), “Impacted Loans”), or (c) the Eurodollar Rate for Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate that Term SOFR for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Parent Borrowers and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar EurodollarTerm SOFR Loans, or to convert Base Rate Loans to Term SOFR Loans, shall be suspended (to the extent of the affected Eurodollar Rate Term SOFR Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate Term SOFR component of the Base Rate, the utilization of the Eurodollar Rate Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (orupon theor, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of this Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower Parent Borrowers may revoke any pending request for a Borrowing of, or conversion to to, or continuation of Eurodollar Rate LoansTerm SOFR Loans (to the extent of the affected Eurodollar Rate Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (yii) any outstanding affected Eurodollar Rate Term SOFR Loans will shall be deemed to have been converted into to Base Rate Loans immediately at the end of the their respective applicable Interest Period.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and ​ 103 Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent or the Lender Representative determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB) (1) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y2) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent Agent, the Lender Representative or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent and the Lender Representative (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of this Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes revoke such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB) (1) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y2) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) or (ii) the Administrative Agent determines in its, or the Required Lenders determine in their, reasonable discretion (as applicable) that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii)) of this Section, until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Eurocurrency Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Eurocurrency Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar LIBO Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Eurocurrency Loan or in connection with an existing or proposed Base Rate ABR Loan and (y) the circumstances described in Section 3.03(c2.11(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar LIBO Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Eurocurrency Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Eurocurrency Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Eurocurrency Loans shall be suspended suspended, (to the extent of the affected Eurodollar Rate Eurocurrency Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar LIBO Rate component of the Alternate Base Rate, the utilization of the Eurodollar LIBO Rate component in determining the Alternate Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 2.11(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Eurocurrency Loans (to the extent of the affected Eurodollar Rate Eurocurrency Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate ABR Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, the Lender determines in good faith that (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan or Loan, (B)(xii)(A) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan Loan, and (yB) the circumstances described in Section 3.03(c3.03(b) do not apply (in each case with respect to clause (i) aboveapply, “Impacted Loans”) or (iiiii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders the Lender of funding such Eurodollar Rate Loan, then, in any such case, the Administrative Agent Lender will promptly so notify the Borrower and each LenderRCI. Thereafter, (1) the obligation of the Lenders Lender to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii), until the Administrative Agent upon the instruction of the Required Lenders) Lender revokes such notice. Upon receipt of such notice, (x) the Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate therein. Notwithstanding the foregoing, in the case of such pending request, the Lender, in consultation with RCI, may establish an alternative interest rate for funding or maintaining Loans will be deemed to have been converted into Base Rate Loans at the end of in the applicable amount, and with the same Interest PeriodPeriod as the Loan requested to be made, converted or continued, as the case may be in which case, such alternative rate of interest shall apply with respect to such Loans.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB) (1) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y2) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of this Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period.therein. 72

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurocurrency market for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate (in clauses (i) or (ii) thereof) for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.05(c)(i) do not apply (in each case with respect to this clause (i) above), “"Impacted Loans”) "), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Eurocurrency Rate (in clauses (i) or (ii) thereof) for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Relevant Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans (not based on Canadian B/A Rate) shall be suspended suspended, (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the U.S. Base Rate and the European Base Rate, the utilization of the Eurodollar Eurocurrency Rate (in clauses (i) or (ii) thereof) component in determining the U.S. Base Rate and the European Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.05(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (not based on Canadian B/A Rate) (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of applicable Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (ia) the Administrative Agent determines that (Ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c) do not apply (in each case with respect to clause clauses (ia)(i) aboveand (a)(ii), “Impacted Loans”) ), or (iib) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate LoanLoanIf, at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, no LIBOR Successor Rate has been determined in accordance with clauses (a) or (b) of this Section 3.03 and the circumstances under clauses (a)(i) or (a)(iii) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Rate Loans or or, Interest Periods) and (2y) in the event of a determination described in the preceding sentence with respect to to, interest payment dates or payment periods), and (y) the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component componentshall no longer be utilized in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii), until the Administrative Agent upon the instruction of the Required Lenders) Lenders revokes such notice, until the LIBOR Successor Rate has been determined in accordance with clauses (a) or (b). Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or or, Interest Periods, interest payment dates or payment periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein therein. Notwithstanding the foregoing but subject in each case to the immediately succeeding paragraph, if the Administrative Agent has made the determination described in clause (a) of this section, the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (y1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this section, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any outstanding affected Eurodollar Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof. In addition, notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error) that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate Loans will is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), then, promptly after such determination (or if later, in the case of clause (ii), not later than ninety (90) days prior to the Scheduled Unavailability Date), the Administrative Agent shall notify the Borrower and the Lenders (a “LIBOR Successor Notice”); or (iii) new syndicated loans have started to adopt a new benchmark interest rate, then the Administrative Agent may, but shall not be obligated to, provide a LIBOR Successor Notice to the Borrower and the Lenders, and in each of the cases described in the foregoing clauses (i)-(iii), this Agreement shall be amended to replace LIBOR with an alternate rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) by the Administrative Agent and the Borrower with the consent of the Required Lenders (which shall be deemed to have be granted if the Administrative Agent posts a copy of such proposed amendment to Lenders and does not receive, within five (5) Business Days thereafter, written notice from Lenders comprising the Required Lenders stating that such Required Lenders object to such amendment). Any rate adopted as provided above is referred to as the “LIBOR Successor Rate”. Any such amendment pursuant to this Section 3.03 shall include such conforming changes to the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate to reflect the adoption of the LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice, provided that to the extent that the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, the Administrative Agent shall administer such LIBOR Successor Rate in a manner determined by the Administrative Agent in consultation with the Borrower. If a LIBOR Successor Notice has been converted into given and no LIBOR Successor Rate has been determined, the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), Base Rate Loans at the end shall apply, without regard to clause (c) thereof. Notwithstanding anything else herein, any definition of the applicable Interest PeriodLIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to clause (ia)(i)(A) above, “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Borrowers and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan LoanTerm SOFR Loan, or a conversion to orof Base Rate Loans to Term SOFR Loans, or a continuation thereof thereofof Term SOFR Loans, as applicable, (i) the Administrative Agent Lender determines (which determination shall be conclusive absent manifest error) that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loanno Successor Rate has been determined in accordance with Section 3.03(b), and the circumstances under Section 3.03(b)(i) or the Scheduled Unavailability Date has occurred, or (B)(xB)(1) adequate and reasonable means do not otherwise exist for determining the Eurodollar Rate RateTerm SOFR for any requested Interest Period with respect to a proposed Eurodollar Rate RateTerm SOFR Loan or in connection with an existing or proposed Base Rate Loan Loan, and (y2) the circumstances described in Section 3.03(c3.03(b)(i) do not apply (in each case with respect to clause (i) aboveapply, “Impacted Loans”) or (ii) the Administrative Agent or the Required Lenders determine Lender determines that for any reason the Eurodollar Rate Ratethat Term SOFR for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders the Lender of funding such Eurodollar Rate Loan, the Administrative Agent Lender will promptly so notify the Borrower and each LenderBorrower. Thereafter, (1x1) the obligation of the Lenders Lender to make or maintain Eurodollar RateTerm SOFR Loans, or to convert Base Rate Loans to Eurodollar RateTerm SOFR Loans, shall be suspended (to the extent of the affected Eurodollar Rate RateTerm SOFR Loans or Interest Periods) ), and (2y2) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate RateTerm SOFR component of the Base Rate, the utilization of the Eurodollar Rate RateTerm SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii), until the Administrative Agent upon the instruction of the Required Lenders) Lender revokes such notice. Upon receipt of such notice, (xIx) the Borrower may revoke any pending request for a Revolving Borrowing of, or conversion to to, or continuation of Eurodollar Rate RateTerm SOFR Loans (to the extent of the affected Eurodollar Rate RateTerm SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Revolving Borrowing of Base Rate Loans in the amount specified therein therein, and (yIIy) any outstanding affected Eurodollar Rate RateTerm SOFR Loans will shall be deemed to have been converted into to Base Rate Loans immediately at the end of the their respective applicable Interest Period.. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Lender determines (which determination shall be conclusive absent manifest error), or the Borrower notifies the Lender that the Borrower has determined, that: (i) adequate and reasonable means do not exist for ascertaining one month, three month or six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Lender or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available, or permitted to be used for determining the interest rate of Dollar-denominated loans, or shall or will otherwise cease; provided, that, at the time of such statement, there is no successor administrator that is satisfactory to the Lender that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which one month, three month and six month interest periods of Term SOFR or the Term 43

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c2.14(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of this Section 2.14(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar LIBO Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for the applicable amount and Interest Period of such Eurodollar LIBO Rate Loan Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar LIBO Rate for any requested Interest Period with respect to a proposed Eurodollar LIBO Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) abovea), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar LIBO Rate for any requested Interest Period with respect to a proposed Eurodollar LIBO Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar LIBO Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar LIBO Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar LIBO Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar LIBO Rate component of the Base Rate, the utilization of the Eurodollar LIBO Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of this Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar LIBO Rate Loans (to the extent of the affected Eurodollar LIBO Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate RateTerm SOFR Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan(which determination shall be conclusive absent manifest error) that (A) no Successor Rate has been determined in accordance with Section 3.03(b), and the circumstances under clause (i) of Section 3.03(b) or the Scheduled Unavailability Date has occurred, or (B)(xB) adequate and reasonable means do not otherwise exist for determining the Eurodollar Rate RateTerm SOFR for any requested Interest Period with respect to a proposed Eurodollar Rate RateTerm SOFR Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c) do not apply (in each case with respect to clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required AppropriateRequired Lenders determine that for any reason the Eurodollar Rate Ratethat Term SOFR for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1A1) the obligation of the Lenders to make or maintain Eurodollar EurodollarTerm SOFR Loans, or to convert Base Rate Loans to Term SOFR Loans, shall be suspended (to the extent of the affected Eurodollar Rate RateTerm SOFR Loans or Interest Periods) ), and (2B2) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate RateTerm SOFR component of the Base Rate, the utilization of the Eurodollar Rate RateTerm SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (orupon theor, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of this Section 3.03(a), until the Administrative Agent upon the instruction of the Required AppropriateRequired Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, or conversion to to, or continuation of Eurodollar Rate RateTerm SOFR Loans (to the extent of the affected Eurodollar Rate RateTerm SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein therein, and (y) any outstanding affected Eurodollar Rate Term SOFR Loans will shall be deemed to have been converted into to Base Rate Loans immediately at the end of the their respective applicable Interest Period.. (b) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in Section 3.03(a)(i), the Administrative Agent in consultation with the Borrower and the Appropriate Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (i) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under Section 3.03(a)(i), (ii) the Administrative Agent or the Appropriate Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (iii) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental 88 CHAR1\1940028v1CHAR1\1940028v4

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the each Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (iiSection 3.03(a)(ii), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein therein. (b) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i) of this Section, the Administrative Agent, in consultation with the Borrowers and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (y1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a)(i) of this Section, (2) the Administrative Agent or the Required Lenders notify the Borrowers that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any outstanding affected Eurodollar Rate Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans will be deemed whose interest is determined by reference to have been converted into Base Rate Loans at the end such alternative rate of the applicable Interest Period.interest or to determine or charge interest rates based upon such rate or any Governmental Authority has 43 CHAR1\1635542v6

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurocurrency market for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspended (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Fixed LIBOR Rate Loan or a conversion to or continuation thereof thereof, (i) either the Administrative Agent determines or the Required Lenders determine in good faith that (A) Dollar deposits in the Applicable Currency are not being offered to banks in the London applicable interbank eurodollar market for such currency for the applicable amount and or the applicable Interest Period of for such Eurodollar Fixed LIBOR Rate Loan Loan, or (B)(x) adequate and reasonable means do not exist for determining the Eurodollar Fixed LIBOR Rate for any requested Interest Period with respect to a proposed Eurodollar Fixed LIBOR Rate Loan (whether denominated in Dollars or another currency) or in connection with an existing or proposed Base Rate Loan which is based on the Fixed LIBOR Rate and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Fixed LIBOR Rate for the Applicable Currency for any requested Interest Period with respect to a proposed Eurodollar Fixed LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Fixed LIBOR Rate Loan, the Administrative Agent will promptly so notify the Borrower affected Borrowers and each LenderLenders. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar such Fixed LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurodollar Fixed LIBOR Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Fixed LIBOR Rate component of the Base Rate, the utilization of the Eurodollar Fixed LIBOR Rate component in determining the Base Rate shall be suspendedsuspended (to the extent of the affected Fixed LIBOR Rate Loans or Interest Periods), in each case case, until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of this Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders, which instruction shall be given by the Required Lenders, as soon as the circumstances described in this Section 3.03 no longer exist) revokes such notice. Upon receipt of such notice, (x) the Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Fixed LIBOR Rate Loans in the affected currency or currencies (to the extent of the affected Eurodollar Fixed LIBOR Rate Loans or Interest Periods) in respect thereof or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans or unaffected Fixed LIBOR Rate Loans, as appropriate, in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB) (1) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y2) the circumstances described in Section 3.03(c) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of this Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London interbank eurodollar Eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan (whether denominated in Dollars or an Alternative Currency) and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. If the Administrative Agent determines, for any proposed Interest Period, that: (a) If deposits (whether in connection with Dollars or any request for a Eurodollar Rate Loan or a conversion to or continuation thereof (iAlternative Currency) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar applicable offshore market for such currency for the applicable amount and Interest Period of such Eurodollar any LIBOR Rate Loan or Loan; (B)(xb) adequate and reasonable means do not exist for determining LIBOR; or (c) LIBOR does not adequately or fairly reflect the Eurodollar cost to the Lenders of funding or maintaining any LIBOR Rate for Loan (whether denominated in Dollars or any requested Alternative Currency), then: (i) the Administrative Agent shall forthwith notify the Lenders and the Borrowers; and (ii) while such circumstances exist, none of the Lenders shall allocate any Loans made during such period, or reallocate any Loans allocated to any then-existing Interest Period ending during such period, to an Interest Period with respect to a proposed Eurodollar Rate Loan which interest is calculated by reference to LIBOR, provided that this will not relieve the Lenders obligations to fund loans not based on LIBOR or in connection with an continue existing loans which interest rates will be determined pursuant to the following sentence or proposed Base Rate Loan as otherwise agreed between the Borrower and (y) the circumstances described in Section 3.03(c) do not apply (in each case Administrative Agent. If, with respect to clause any outstanding Interest Period, a Lender notifies the Administrative Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such Loans or that LIBOR applicable to such Loans will not adequately reflect the cost to the Person of funding or maintaining such Loans for such Interest Period, then: (i) above, “Impacted Loans”) or (iiA) the Administrative Agent shall forthwith so notify the Borrowers and the Lenders; and (B) upon such notice and thereafter while such circumstances exist, the applicable Lender shall not make any LIBOR Rate Loans during such period, or the Required Lenders determine that for reallocate any reason the Eurodollar Rate for Loans allocated to any requested Interest Period ending during such period, to an Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost which interest is calculated by reference to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (2) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing LIBOR; provided that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period.,

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (iai) the Administrative Agent determines or the Required Lenders determine thatdetermines for any reason that (AiA) Dollar deposits in Dollars are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xiiB)(1) adequate and reasonable means do not exist for determining the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i) above, “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan which is based on the Eurodollar Rate and (y2) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization utiliza tion of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case case, until the Administrative Agent (orupon theor, in the case of a determination by the Required Lenders described in the foregoing clause (iiSection 3.03(a)(ii), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB) (1) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y2) the circumstances described in Section 3.03(c3.07(a)(i) do not apply apply) (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders reasonably determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of this Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to clause (ia)(i) above, “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into (i) in the case of a New Vehicle Floorplan Committed Loan, a request for a New Vehicle Floorplan Committed Borrowing of Base Rate Loans Loans, (ii) in the case of a New Vehicle Floorplan Swing Line Loan, a request for a New Vehicle Floorplan Swing Line Borrowing of Base Rate Loans, (iii) in the case of Used Vehicle Floorplan Committed Loan, a request for a Used Vehicle Floorplan Committed Borrowing of Base Rate Loans, and (iv) in the case of a Used Vehicle Floorplan Swing Line Loan, a request for a Used Vehicle Floorplan Swing Line Borrowing of Base Rate Loans, in each case in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof thereof, (i) (A) the Administrative Agent determines that deposits (Awhether in Dollars or an Alternative Currency) Dollar deposits are not being offered to banks in the London applicable offshore interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans in the affected currency or currencies shall be suspended suspended, (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Revolving Borrowing of Base Rate Loans in Dollars in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at in the end case of the applicable Interest Perioda request for a Revolving Borrowing).

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (yii) any outstanding affected Eurodollar Rate Loans will Loan shall be deemed to have been converted into to Base Rate Loans immediately at the end of the their respective applicable Interest Period.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein therein. (b) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (i) of Section 3.03(a), the Administrative Agent, in consultation with the Borrower and Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (yi) any outstanding affected Eurodollar Rate the Administrative Agent revokes the notice delivered with respect to the Impacted Loans will be deemed to have been converted into Base Rate Loans at the end under clause (i) of the applicable Interest Period.first sentence of Section 66 13227198v7 27112.00011

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to clause (ia)(i) above, “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have 133 converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or LIBOR Floating Rate Loan, a conversion to a Eurodollar Rate Loan or LIBOR Floating Rate Loan or a continuation thereof 84 of a Eurodollar Rate Loan, (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan or the applicable term with respect to any LIBOR Floating Rate Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan or for determining the LIBOR Daily Floating Rate for any applicable term with respect to an existing or proposed LIBOR Floating Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or the LIBOR Daily Floating Rate for any applicable term with respect to an existing or proposed LIBOR Floating Rate Loan, as the case may be, does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan or LIBOR Floating Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain maintain, or to convert to, Eurodollar Rate Loans and/or LIBOR Floating Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans Loan, LIBOR Floating Rate Loan or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans Loan or Interest Periods) or any pending request for a Borrowing of or conversion to LIBOR Floating Rate Loans (to the extent of the affected LIBOR Floating Rate Loans or periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing borrowing of Base Rate Loans in the amount specified therein and (yii) any outstanding affected Eurodollar Rate Loans Loan will be deemed to have been converted into a Base Rate Loans Loan at the end of the applicable Interest PeriodPeriod and any outstanding LIBOR Floating Rate Loan shall be deemed to have been converted to a Base Rate Loan immediately.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (ia) the Administrative Agent determines that (Ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c) do not apply (in each case with respect to clause (a) (i) above, “Impacted Loans”) ), or (iib) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii), until the Administrative Agent upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, (x) the Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) (i) of this Section, the Administrative Agent, in consultation with the Lead Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (y1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this Section, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any outstanding affected Eurodollar Rate Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans will be deemed whose interest is determined by reference to have been converted into Base Rate Loans at such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the end authority of such Lender to do any of the applicable Interest Periodforegoing and provides the Administrative Agent and the Lead Borrower written notice thereof.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate LIBOR Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan LIBOR Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Rate LIBOR rate for any requested Interest Period with respect to a proposed Eurodollar Rate LIBOR Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.1.4(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate LIBOR rate for any requested Interest Period with respect to a proposed Eurodollar Rate LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate LIBOR Loan, the Administrative Agent will promptly so notify the Borrower Borrowers and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate LIBOR Loans shall be suspended suspended, (to the extent of the affected Eurodollar Rate LIBOR Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate LIBOR rate component of the Base Rate, the utilization of the Eurodollar Rate LIBOR rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.1.4 (a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate LIBOR Loans (to the extent of the affected Eurodollar Rate LIBOR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar LIBOR Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) U.S. Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for the applicable amount and Interest Period of such Eurodollar LIBOR Rate Loan Loan, or (B)(x) adequate and reasonable means do not exist for determining the Eurodollar LIBOR Rate for any requested Interest Period with respect to a proposed Eurodollar LIBOR Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine determines that for any reason the Eurodollar LIBOR Rate for any requested Interest Period with respect to a proposed Eurodollar LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar LIBOR Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar LIBOR Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar LIBOR Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar LIBOR Rate component of the Base Rate, the utilization of the Eurodollar LIBOR Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar LIBOR Rate Loans (to the extent of the affected Eurodollar LIBOR Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein therein. (b) Notwithstanding the foregoing, if the Administrative Agent or the Required Lenders have made the determination described in clause (i) of Section 3.03(a), the Administrative Agent, in consultation with the Borrower, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (i) the Administrative Agent or the Required Lenders (as applicable) revoke(s) the notice delivered with respect to the Impacted Loans under clause (i) of the first sentence of this Section 3.03(a), (ii) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (iii) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof. (c) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the 4 4810-9188-4449, v. 8 Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”), or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing LIBOR in accordance with this Section 3.03 with (x) one or more SOFR-Based Rates or (y) another alternate benchmark rate giving due consideration to any outstanding affected evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities 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 U.S. dollar denominated syndicated credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated (the “Adjustment;” and any such proposed rate, a “LIBOR Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders (A) in the case of an amendment to replace LIBOR with a rate described in clause (x), object to the Adjustment; or (B) in the case of an amendment to replace LIBOR with a rate described in clause (y), object to such amendment; provided that for the avoidance of doubt, in the case of clause (A), the Required Lenders shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans will shall be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period.5 4810-9188-4449, v. 8

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan or (B)(xB) (1) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y2) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of this Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in Dollars in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof (i) the Administrative Agent determines thereof, unless and until a LIBOR Successor Rate is implemented in accordance with Section 3.03(b), that (Aa) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London applicable ActiveUS 170689984v.4 offshore interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan or Loan, (B)(xb) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan (whether denominated in Dollars or in connection with an existing Alternative Currency), or proposed Base Rate Loan and (yc) the circumstances described in Section 3.03(c) do not apply (in each case with respect to clause (i) above, “Impacted Loans”) or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Eurocurrency Rate Loan, the Administrative Agent will promptly so notify shall forthwith give notice of such determination to the Borrower Borrowers and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) suspended, and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii), until the Administrative Agent upon the instruction of the Required Lenders) revokes such noticenotice (which notice the Administrative Agent and the Required Lenders agree to promptly revoke upon determination that the conditions giving rise to such notice no longer exist). Upon receipt of such notice, (x) the any Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of in the affected Eurodollar Rate Loans currency or Interest Periods) currencies or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein and (y) with any outstanding affected Eurodollar Rate Loans will be deemed to have been converted such request for an Alternative Currency redenominated into Base Rate Loans at Dollars in the end amount of the applicable Interest PeriodDollar Equivalent thereof).

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan Loan, or (B)(x) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lenderall Lenders. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans in the affected currency or currencies (and to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan (whether denominated in Dollars or an Alternative Currency) and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the 57 Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB) (1) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y2) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of this Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein therein. (b) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i) of this Section 3.03, the Administrative Agent in consultation with the Borrower, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (i) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a)(i) of this Section 3.03, (ii) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (iii) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof. (c) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, but without limiting Sections 3.01(a) and (yb) any outstanding affected Eurodollar Rate Loans will above, if the Administrative Agent determines (which determination shall be deemed to have been converted into Base Rate Loans at conclusive and binding upon all parties hereto absent manifest error), or the end Borrower or Required Lenders notify the Administrative Agent (with, in the case of the applicable Interest Period.Required Lenders, a copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined (which determination likewise shall be conclusive and binding upon all parties hereto absent manifest error), that: 71

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar LIBO Rate Loan or a conversion to or continuation thereof thereof, (iai) the Administrative Agent determines that (AiA) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for the applicable amount and Interest Period of such Eurodollar LIBO Rate Loan Loan, or (B)(xiiB) (x) adequate and reasonable means do not exist for determining the Eurodollar LIBO Rate for any requested Interest Period with respect to a proposed Eurodollar LIBO Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (a) (i) above, “Impacted Loans”) ), or (iibii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar LIBO Rate for any requested Interest Period with respect to a proposed Eurodollar LIBO Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar LIBO Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar LIBO Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar LIBO Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar LIBO Rate component of the Base Rate, the utilization of the Eurodollar LIBO Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of this Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar LIBO Rate Loans (to the extent of the affected Eurodollar LIBO Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. SECTION 3.03 (a) If Subject to clauses (b), (c), (d), (e) and (f) and (g) below of this ‎Section 3.03, if the Administrative Agent (in the case of clause (1) or (2) below) or the Required Lenders (in the case of clause (3) below) reasonably determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that: (i) the Administrative Agent determines that (A1) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan or Loan, (B)(xi) the Administrative Agent determines (which determination shall be conclusive absent manifest error) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and Loan, orascertaining the Adjusted Term SOFR Rate or the Term SOFR Rate (y) including because the circumstances described in Section 3.03(c) do Term SOFR Reference Rate is not apply (in each case with respect to clause (i) aboveavailable or published on a current basis), “Impacted Loans”) for such Interest Period; or (ii) the Administrative Agent or is advised by the Required Lenders determine that prior to the commencement of any Interest Period for any reason a Term Benchmark Borrowing, the Eurodollar Adjusted Term SOFR Rate for any requested such Interest Period with respect to a proposed Eurodollar Rate Loan does will not adequately and fairly reflect the cost to such Lenders (or Lender) of funding making or maintaining their Loans (or its Loan) included in such Eurodollar Rate Loan, Borrowing for such Interest Period; then the Administrative Agent will promptly so notify shall give notice thereof to the Borrower and each Lender. Thereafterthe Lenders by telephone or electronic mail as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Funding Notice in accordance with the terms of Section 2.01 or a new Conversion/Continuation Notice in accordance with the terms of Section 2.06, (1) any such notice that requests the obligation conversion of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (2) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rateany Borrowing to, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) orany Borrowing as, failing that, will be deemed to have converted a Term Benchmark Borrowing and any such request into notice that requests a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period.Term 147 US-DOCS\124480978.17139630401.7

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent reasonably determines (and makes a similar determination with respect to other similar facilities with respect to which it is acting as agent) that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1A) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2B) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders Xxxxxxx described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan or (B)(x) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) abovea), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspended (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Revolving Credit Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period.therein. 103

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB) (1) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y2) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of this Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan or (B)(x) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) abovea), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspended (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurodollar 108 Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Revolving Credit Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(b)(i) do not apply Credit Agreement (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii), until the Administrative Agent upon the instruction of the Required Lenders) revokes such noticenotice (which notice the Administrative Agent and the Required Lenders agree to promptly revoke upon determination that the conditions giving rise to such notice no longer exist). Upon receipt of such notice, (x) the Borrower may revoke any pending request for a the Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) (a) If in connection with any request for a Eurodollar Rate RateDaily Simple SOFR Loan or a conversion toof Base Rate Loans to Daily Simple SOFR Loans or a continuation thereof thereofof any of such Term Loans, as applicable, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan(which determination shall be conclusive absent manifest error) that (A) no Successor Rate has been determined in accordance with Section 3.03(b), and the circumstances under clause (i) of Section 3.03(b) or the Scheduled Unavailability Date has occurred, or (B)(xB) (x) adequate and reasonable means do not otherwise exist for determining the Eurodollar Rate RateDaily Simple SOFR for any requested Interest Period with respect to a proposed Eurodollar Rate RateDaily Simple SOFR Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period Periodthat Daily Simple SOFR with respect to a proposed Eurodollar Rate RateTerm Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate RateTerm Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar EurodollarDaily Simple SOFR Loans, or to convert Base Rate Loans to Daily Simple SOFR Loans, shall be suspended suspended, (to the extent of the affected Eurodollar Rate RateDaily Simple SOFR Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate RateDaily Simple SOFR component of the Base Rate, the utilization of the Eurodollar Rate RateDaily Simple SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of this Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower Company may revoke any pending request for a Borrowing of, or conversion to to, or continuation of Eurodollar Rate RateDaily Simple SOFR Loans (to the extent of the affected Eurodollar Rate RateDaily Simple SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein and (yii) any outstanding affected Eurodollar Rate Daily Simple SOFR Loans will shall be deemed to have been converted into to Base Rate Loans at the end of the applicable Interest Periodimmediately.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof (i) the Administrative Agent reasonably determines that (A) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders (USD) Lenders, in the case of the Committed (USD) Facility, the Required (MC) Lenders, in the case of the Committed (MC) Facility, or the Required Term Loan Lenders, in the case of the Term Loan Facility, reasonably determine that for any reason the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender. Thereafter, (1x) the obligation of the Lenders under the appropriate Facility to make or maintain Eurodollar Eurocurrency Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required (USD) Lenders, Required (MC) Lenders or Required Term Loan Lenders, as the case may be, described in the foregoing clause (ii) of this Section 3.03(a), until the Administrative Agent upon the instruction of the Required (USD) Lenders, Required (MC) Lenders or Required Term Loan Lenders, as the case may be) revokes such notice. Upon receipt of such notice, (x) the Borrower Company may revoke any pending request 102 119889268 for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) under the appropriate Facility or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans under the appropriate Facility in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) , (i) the Administrative Agent determines that (i) (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xii) (B) (x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan Loan, or (b) and (y) the circumstances described in Section 3.03(c3.03(b)(i) do not apply (in each case with respect to clause (i) aboveapply, “Impacted Loans”) or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Parent and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of this Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower Parent may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a committed Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof (i) the Administrative Agent determines that (A) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case case, until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of this Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of this Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (a) (i) the Administrative Agent determines that (A) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xiiB) (x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (a) (i) above, “Impacted Loans”) ), or (iibii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans in the affected currency or currencies shall be suspended suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans in the affected currency or currencies (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof (ia) the Administrative Agent determines that (Ai) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c) do not apply (in each case with respect to clause (ia)(i) above, “Impacted Loans”) ), or (iib) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein (without regard to satisfaction of any condition to conversion contained elsewhere herein, including, but not limited to Section 3.05). Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i) of this section, the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (y1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this section, (2) the HN\1059669.17 Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any outstanding affected Eurodollar Rate Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans will be deemed whose interest is determined by reference to have been converted into Base Rate Loans at such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the end authority of such Lender to do any of the applicable Interest Periodforegoing and provides the Administrative Agent and the Borrower written notice thereof.”

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (ia) the Administrative Agent determines that (Ai) Dollar deposits are not being offered to banks in the London applicable offshore interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with the Eurodollar Rate component of an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c) do not apply (in each case with respect to clause (ia) above, “Impacted Loans”) ), or (iib) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii), until the Administrative Agent upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, (x) the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) of the first sentence of this Section, the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans for funding Loans in Dollars and with the same Interest Period as the Eurocurrency Rate Loan requested to be made, converted or continued, as the case may be , in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (y1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this Section, (2) the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any outstanding affected Eurodollar Rate Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans will be deemed whose interest is determined by reference to have been converted into Base Rate Loans at such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the end authority of such Lender to do any of the applicable Interest Periodforegoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan or (B)(x) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) abovea), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspended (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Revolving Credit Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period.therein. 112

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits in Dollars are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower and each applicable Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspended (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein Loan and (yii) any outstanding affected Eurodollar Eurocurrency Rate Loans Loan will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period.

Inability to Determine Rates. (a) If in connection with any request for a Daily Floating LIBOR RateSimple SOFR Loan or Eurodollar Rate Ratea Term SOFR Loan or a conversion to or a continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period (in the case of such a Eurodollar Rate Loan Loan)(which determination shall be conclusive absent manifest error) that (A) no Successor Rate has been determined in accordance with Section 3.03(b), and the circumstances under clause (i) of Section 3.03(b) or the Scheduled Unavailability Date has occurred, or (B)(xB) (x) adequate and reasonable means do not otherwise exist for determining the Eurodollar Rate Base RateDaily Simple SOFR for any determination date or Term SOFR for any requested Interest Period with respect to a proposed Eurodollar Rate RateDaily Simple SOFR Loan or Term SOFR Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason thethat Daily Floating LIBOR RateSimple SOFR with respect to a proposed Daily Floating LIBOR Rate Loan or the Eurodollar Rate Base RateSimple SOFR Loan or that Term SOFR for any requested Interest Period with respect to a proposed Eurodollar Rate Loan Loan, as applicable, does not adequately and fairly reflect the cost to such Lenders of funding such Daily Floating LIBOR Rate Loan or Eurodollar Rate Loan, as applicable, the Administrative Agent will promptly so notify the Borrower and each all Lenderseach Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Daily Floating LIBOR RateSimple SOFR Loans or Eurodollar RateTerm SOFR Loans, as applicable, or to convert Base Rate Loans to Daily Simple SOFR Loans or Term SOFR Loans, shall be suspended (to the extent of the affected Eurodollar Rate RateTerm SOFR Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate RateTerm SOFR component of the Base Rate, the utilization of the Eurodollar Rate RateTerm SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of this Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a Borrowing of Daily Floating LIBOR RateSimple SOFR Loans and/or a Borrowing of, or conversion to to, or continuation of Eurodollar Rate RateTerm SOFR Loans (to the extent of the affected Eurodollar Rate RateTerm SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein therein. and (yii) any outstanding affected Eurodollar Rate Daily Simple SOFR Loans will shall be deemed to have been converted into to Base Rate Loans immediately and any outstanding Term SOFR Loans shall be deemed to have been converted to Base Rate Loans immediately at the end of the their respective applicable Interest Period.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB)(1) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan Committed Revolving Loan, and (y2) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in which the case of a Administrative Agent agrees promptly to do upon determination by the Administrative Agent or the Required Lenders described in that the foregoing clause (iicircumstances giving rise to such notice no longer exist), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Revolving Borrowing of Base Rate Committed Revolving Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to clause (i) abovethis clause, “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans in the affected currency or currencies shall be suspended suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans in the affected currency or currencies (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB) (1) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y2) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of this Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period.therein. 84

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(A) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (ia) the Administrative Agent determines that (Ai) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c) do not apply (in each Bank of America/BJ’s Restaurants, Inc./Amended and Restated Credit Agreement (9-3-14.3) case with respect to clause (a) (i) above, “Impacted Loans”) ), or (iib) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each LenderLender and shall deliver to the Borrower reasonable documentary evidence on which the Administrative Agent or Required Lenders, as the case may be, based such determination. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii), until the Administrative Agent upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. If the Required Lenders determine (a) If in connection with that for any request for a Eurodollar Rate Loan or a conversion to or continuation thereof (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan or (B)(x) reason adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c) do not apply (in each case with respect to clause (i) aboveLoan, “Impacted Loans”) or (iib) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or (c) that Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and the Interest Period of such Eurodollar Rate LoanLoan (any Loans affected by clause (a) or (c) being referred to as “Impacted Loans”), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) suspended, and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein therein. Notwithstanding the foregoing, if any determination described in this Section has been made, the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (y1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this section, (2) the Administrative Agent or the affected Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any outstanding affected Eurodollar Rate Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans will be deemed whose interest is determined by reference to have been converted into Base Rate Loans at such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the end authority of such Lender to do any of the applicable Interest Periodforegoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. (a) . If in connection with any request for a Eurodollar Rate LIBOR RateTerm SOFR Loan or a conversion to or continuation thereof thereof, as applicable, (iia) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar LIBOR Rate Loan Loan(which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.03, and the circumstances under Section 3.03(b) or the Scheduled Unavailability Date has occurred (as applicable), or (B)(xB) (xii) adequate and reasonable means do not otherwise exist for determining the Eurodollar Rate LIBOR RateTerm SOFR for any requested Interest Period with respect to a proposed Eurodollar Rate LIBOR RateTerm SOFR Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (i) above), “Impacted Loans”) ), or (iiiib) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate LIBOR RateTerm SOFR for any requested Interest Period with respect to a proposed Eurodollar Rate LIBOR RateTerm SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar LIBOR Rate Loan, the Administrative Agent will promptly so notify the Lead Borrower and each LenderLenderthe Lenders. Thereafter, (1x) the obligation of the Lenders to make or, maintain LIBOR, or maintain Eurodollar convert Base Rate Loans to, Term SOFR Loans shall be suspended suspended, (to the extent of the affected Eurodollar Rate LIBOR RateTerm SOFR Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate LIBOR RateTerm SOFR component of the Base Rate, the utilization of the Eurodollar Rate LIBOR Ratesuch component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii)) of Section 3.03(a)above, until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (xthe Lead Borrower(I) the Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to Conversion toconversion or continuation of Eurodollar Rate LIBOR RateTerm SOFR Loans (to the extent of the affected Eurodollar Rate LIBOR RateTerm SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted Convertedconverted such DB1/ 136748921.1136748921.3 -102- request into a request for a Revolving Borrowing of Base Rate Loans in the amount specified therein therein, and (yII) any outstanding affected Eurodollar Rate Term SOFR Loans will be deemed shall convert to have been converted into Base Rate Loans at the end of their respective Interest Periods. (b) Notwithstanding anything to the contrary in any Loan Document, if Agent determines (which determination shall be conclusive absent manifest error), or Lead Borrower or Required Lenders notify Agent (with, in the case of the Required Lenders, a copy to Lead Borrower) that Lead Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining one, three and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or (ii) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over Agent, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available or permitted to be used for determining the interest rate of U.S. dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to Agent that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, “Scheduled Unavailability Date”); then, on a date and time determined by Agent (any such date, “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Loan Document with Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by Agent, in each case, without any amendment to, or further action or consent of any other party to, any Loan Document (“Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date or (y) if the events or circumstances of the type described in clauses (1) or (2) above have occurred with respect to the Successor Rate then in effect, then in each case, Agent and the Lead Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section at the end of any Interest Period., relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar U.S. dollar denominated syndicated credit facilities syndicated and agented in the United States and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar U.S. dollar denominated credit facilities syndicated and agented in the United States, which adjustment or method for calculating such adjustment shall be published on an information service selected by Agent from time to time in its discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (ia) the Administrative Agent determines that (Ai) Dollar deposits are not being offered to banks in the London applicable offshore interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c) do not apply (in each case with respect to clause (ia) above, “Impacted Loans”) ), or (iib) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such the Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. CHAR1\1323863v4 Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii), until the Administrative Agent upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) of the first sentence of this section, the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (y1) the Administrative Agent revokes the notice delivered under the first sentence of this section with respect to the Impacted Loans, (2) the Administrative Agent or any of the affected Lenders notifies the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any outstanding affected Eurodollar Rate Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans will be deemed whose interest is determined by reference to have been converted into Base Rate Loans at such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the end authority of such Lender to do any of the applicable Interest Periodforegoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. (a) If Subject to Section 3.07, if in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (a) (i) the Administrative Agent in good faith determines that (A) Dollar deposits in Dollars are not being offered to banks in the London applicable offshore interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c) do not apply (in each case with respect to clause (ia) above, “Impacted Loans”) ), or (iib) the Administrative Agent or the Required Lenders in good faith determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i) of this Section, the Administrative Agent, in consultation with the Company and the Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (y1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a)(i) of this Section, (2) the Administrative Agent or the Required Lenders notify the Company that such alternative interest rate does not adequately and fairly reflect the cost to the Lenders of funding the Impacted Loans, or (3) any outstanding affected Eurodollar Rate Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans will be deemed whose interest is determined by reference to have been converted into Base Rate Loans at such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the end authority of such Lender to do any of the applicable Interest Periodforegoing and provides the Administrative Agent and the Company written notice thereof.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (iai) the Administrative Agent determines that (AiA) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xiiB) (x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to this clause (ia)(i) above, “Impacted Loans”) ), or (iibii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If the Required Lenders determine, after making reasonable efforts, for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof (i) the Administrative Agent determines that (Aa) Dollar deposits are not being offered to banks Lenders in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan or Loan, (B)(xb) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c) do not apply (in each case with respect to clause (i) aboveLoan, “Impacted Loans”) or (iic) if as a result of conditions or circumstances arising after the Administrative Agent or the Required Lenders determine that for any reason Closing Date, the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1) while such condition remains in effect, the obligation of the Lenders to make or maintain Eurodollar Rate Loans for such amount or such Interest Period that gives rise to such conditions shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (2) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii), until the Administrative Agent upon the instruction of the Required Lenders) revokes such noticenotice (which instruction to the Administrative Agent the Required Lenders agree to promptly give upon the cessation of such condition). Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to that are affected by the extent applicable conditions of the affected Eurodollar Rate Loans or Interest Periodsthis Section 3.03(a) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein and (ytherein. Notwithstanding the forgoing, if the applicable conditions of this Section 3.03(a) any outstanding affected affect Eurodollar Rate Loans will be deemed to have been converted into Base with only certain loan amounts or certain Interest Periods, the Borrower may request Eurodollar Rate Loans at with other loan amounts or Interest Periods that do not meet the end conditions of the applicable Interest Periodthis Section 3.03(a).

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xB) (x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c3.03(c)(i) do not apply (in each case with respect to clause (i) abovethis clause, “Impacted Loans”) ), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodtherein.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (ia) the Administrative Agent determines that (Ai) Dollar deposits are not being offered to banks in the London applicable offshore interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (B)(xii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c) do not apply (in each case with respect to clause (i) aboveLoan, “Impacted Loans”) or (iib) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such the Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Borrowers and each Lender. Thereafter, (1x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods) ), and (2y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (ii), until the Administrative Agent upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, (x) the Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein therein. 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) of this Section 3.03 have arisen and such circumstances are unlikely to be temporary or (yii) the circumstances set forth in clause (a) of this Section 3.03 have not arisen but the supervisor for the administrator of the Eurodollar Base Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Eurodollar Base Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent shall promptly notify the Borrower and the Lenders in writing of such determination, and the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar Base 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, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest (including any outstanding affected Eurodollar Rate Loans will mathematical or other adjustments to the benchmark (if any) incorporated therein) and such other related changes to this Agreement as may be applicable; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 11.01, 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 been converted into Base Rate Loans at the end received, within five (5) Business Days of the applicable Interest Perioddate such amendment is provided to the Lenders, written notice from the Required Lenders stating that such Required Lenders object to such amendment.