Common use of Inability to Determine Interest Rate Clause in Contracts

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (w) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (x) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, (y) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If (a) Notwithstanding any other provision of this Agreement, if (i) the Administrative Agent reasonably determines that, for any reason whatsoever, a rate for Eurodollar Loans cannot be determined as provided in the definition of Eurodollar Rate for any Interest Period or (ii) the Majority Lenders shall determine (which determination shall be conclusive) that the rates for the purpose of computing the Eurodollar Rate do not adequately and fairly reflect the cost to such Lenders of funding Eurodollar Loans that the Company has requested be outstanding as a Eurodollar Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Company and the Lenders at least two Business Days prior to the first day of any such Interest Period:. Unless the Company shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify its request regarding such Eurodollar Loans, any Loans that were requested to be made as Eurodollar Loans shall be made as Alternate Base Rate Loans and any Loans that were requested to be converted into or continued as Eurodollar Loans shall be converted into Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, Eurodollar Loans. (ab) In the event that the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerCompany) that, that by reason of circumstances affecting the relevant interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such any Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Rate determined or Period with respect to a proposed Bid Loan to be determined for such Interest Period will not adequately and fairly reflect the cost made pursuant to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Periodan Index Rate Bid Loan Request, the Administrative Agent shall forthwith give telecopy or telephonic telephone notice thereof of such determination, confirmed in writing, to the Borrower Company and the Bid Loan Lenders as soon as practicable thereafter. If at least two Business Days prior to the proposed Bid Loan Date, and such notice is given (w) any Eurodollar Bid Loans or Multicurrency Loans, as the case may be, requested to shall not be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Bid Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (x) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, (y) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodDate. Until any such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans Index Rate Bid Loan Requests shall be made or continued as such, nor shall submitted by the Borrower have the right to convert ABR Loans to Eurodollar LoansCompany.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders that: (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Adjusted Term SOFR Rate (including because the Term SOFR Reference Rate is not available or published on a current basis) for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Required Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Adjusted Term SOFR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Revolving Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given then (wx) any Eurodollar Term Benchmark Revolving Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any Revolving Loans that were to have been converted on the first day of such Interest Period to Eurodollar Term Benchmark Revolving Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Eurodollar Term Benchmark Revolving Loans shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodLoans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Term Benchmark Revolving Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Revolving Loans to Eurodollar Term Benchmark Revolving Loans. (b) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.10), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (c) Notwithstanding anything to the contrary herein or in any other Loan Document, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes in consultation with the Borrower from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.10, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.10. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Term Benchmark Borrowing of, conversion to or continuation of Term Benchmark Revolving Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to an ABR Borrowing. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR. Furthermore, if any Term Benchmark Revolving Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Benchmark applicable to such Term Benchmark Revolving Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 2.10, any Term Benchmark Revolving Loan shall on the last day of the Interest Period applicable to such Revolving Loan, be converted by the Administrative Agent to, and shall constitute, an ABR Loan.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower, absent manifest error) thatthat the Eurodollar Rate can not be determined by any of the means set forth in the definition of "Eurodollar Rate" and, by reason of circumstances affecting the relevant eurodollar market, adequate and reasonable means do quotations of interest rates for the relevant deposits are not exist being provided to JPMorgan Chase Bank in the relevant amount or for ascertaining the Eurocurrency relevant maturities for purposes of determining the Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Required Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders, absent manifest error) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (wx) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any ABR Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to ABR Loans Loans. Each such Lender shall promptly notify the Administrative Agent upon any change in such determination of the adequacies and (z) any Multicurrency Loans fairness of the Eurodollar Rate, and the Administrative Agent shall promptly withdraw its notice to which such Interest Period relates shall be repaid on the first day Borrower following receipt of such Interest Periodnotices from the Required Lenders. Until such notice has been withdrawn withdrawal by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: Period (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or Period or (b) the Administrative Agent shall have received notice from the Majority Requisite Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given given, (wi) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xii) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Loans and (yiii) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to ABR Loans Loans. So long as such notice shall not have been withdrawn, the Administrative Agent shall use reasonable efforts to determine whether or not the circumstances which shall have caused such notice to be given continue to exist, and, if the Administrative Agent or the Requisite Lenders, as the case may be, shall at any time determine that such circumstances no longer exist, the Administrative Agent shall, as soon as practicable thereafter, notify the Lenders and (z) any Multicurrency Loans to which the Borrower that the Administrative Agent is withdrawing such Interest Period relates shall be repaid on the first day of such Interest Periodnotice. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) In the event that the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) that, that by reason of circumstances affecting the interbank eurodollar market generally, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for any requested Interest Period with respect to Committed Rate Loans that a Borrower has requested be made as, continued as or converted into Eurodollar Loans, the Administrative Agent shall promptly give notice of such determination to such Borrower and the Banks prior to the first day of the requested Interest Period for such Eurodollar Loans. If such notice is given, such Borrower may (i) in accordance with the provisions of subsection 2.1 or 2.9, as the case may be (including any requirements for notification), request that the affected Loans be made as, continued as or converted into, as the case may be, ABR Loans, or (ii) in the case of Loans requested to be made on the first day of such Interest Period, withdraw the notice given under subsections 2.1 or 2.9, as the case may be, by giving telephonic notice to the Administrative Agent, no later than 10:00 A.M. (New York City time) on the applicable Borrowing Date, confirmed in writing no later than one Business Day after such telephonic notice is given; provided that if the Administrative Agent does not receive any notice permitted from the relevant Borrower hereunder, such Borrower shall be deemed to have requested that the affected Loans be made as, continued as or converted into, as the case may be, ABR Loans. Until the notice given pursuant to the first sentence of this paragraph has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as or converted into, as the case may be, Eurodollar Loans. (b) In the event that the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such any Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Rate determined or Period with respect to a proposed Bid Loan to be determined for such Interest Period will not adequately and fairly reflect the cost made pursuant to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Periodan Index Rate Bid Loan Request, the Administrative Agent shall forthwith give telecopy or telephonic notice thereof of such determination to the relevant Borrower and the Lenders as soon as practicable thereafter. If Bid Loan Banks at least two Business Days prior to the proposed Borrowing Date, and such notice is given (w) any Eurodollar Bid Loans or Multicurrency Loans, as the case may be, requested to shall not be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (x) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, (y) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodBorrowing Date. Until any such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans Index Rate Bid Loan Requests shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loanssubmitted by either Borrower.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Required Lenders or the Majority Multicurrency Lenders(or, as in the case may beof a Competitive Loan that is a Eurodollar Loan, the Lender that is required to make such Loan) that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wi) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xii) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, (yiii) any request by the Borrower for a Competitive Loan that is a Eurodollar Loan shall be ineffective; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then requests by the Borrower for Competitive Loans that are Eurodollar Loans may be made to Lenders that are not affected thereby, and (iv) any outstanding Eurodollar Loans not otherwise repaid shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodLoans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If prior (a) Subject to clauses (b) through (f) of this subsection 2.10, in the first day of any Interest Periodevent that: (ai) the Administrative Agent shall have determined in its reasonable judgment (which determination shall be conclusive and binding upon the BorrowerCompany) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurocurrency Adjusted Term SOFR Rate or the Term SOFR Rate (including because the Term SOFR Reference Rate is not available or published on a current basis) for such any requested Interest Period, ; or (bii) the Administrative Agent shall have received notice prior to the first day of such Interest Period from Banks constituting the Majority Lenders or the Majority Multicurrency Lenders, as the case may be, Required Banks that the Eurocurrency Rate interest rate determined or pursuant to be determined subsection 2.8(a) for such Interest Period will does not adequately and fairly accurately reflect the cost to such Lenders Banks (as conclusively certified by such LendersBanks) of making or maintaining their affected Loans during such Interest Period, ; then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower Company and the Lenders Banks by telephone, telecopy or electronic mail as soon promptly as practicable thereafter. If thereafter and, until (x) the Agent notifies the Company and the Banks that the circumstances giving rise to such notice is given no longer exist with respect to the relevant Benchmark and (wy) the Company delivers a new interest election request in accordance with the terms of Section 2.7, any Eurodollar interest election request that requests the conversion of any borrowing to, or continuation of any borrowing as, a borrowing of Term Benchmark Loans and any request for a borrowing of Term Benchmark Loans shall instead be deemed to be an interest election request or Multicurrency Loansa request for a borrowing, as applicable, for a borrowing of Alternate Base Rate Loans; provided that if the case may becircumstances giving rise to such notice affect only one Type of borrowings, requested to then all other Types of borrowings shall be made permitted. Furthermore, if any Term Benchmark Loan is outstanding on the first date of the Company’s receipt of the notice from the Agent referred to in this Section 2.10(a) with respect to the Adjusted Term SOFR Rate, then until (x) the Agent notifies the Company and the Banks that the circumstances giving rise to such notice no longer exist with respect to the Adjusted Term SOFR Rate and (y) the Company delivers a new interest election request in accordance with the terms of Section 2.7, any Term Benchmark Loan shall on the last day of such the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Agent to, and shall be made as ABR Loansconstitute, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for an Alternate Base Rate Loan on such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice day. (b) Notwithstanding anything to the Administrative Agent one Business Day contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the first day Reference Time in respect of such Interest Period and any setting of the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled requestthen-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loans that were to have been converted on the first day other Loan Document in respect of such Interest Period to Eurodollar Loans shall be continued as ABR LoansBenchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any outstanding Eurodollar Loans shall be convertedother Loan Document in respect of any Benchmark setting at or after 5:00 P.M., New York City time, on the first day fifth Business Day after the date notice of such Interest PeriodBenchmark Replacement is provided to the Banks without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Agent has not received, by such time, written notice of objection to ABR Loans and such Benchmark Replacement from Banks comprising the Required Banks. (zc) Notwithstanding anything to the contrary herein or in any Multicurrency Loans to which such Interest Period relates shall be repaid on other Loan Document, the first day of such Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower Agent will have the right to convert ABR make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (d) The Agent will promptly notify the Company and the Banks of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Bank (or group of Banks) pursuant to this subsection 2.10, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this subsection 2.10. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (f) Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Company may revoke any request for a borrowing of Term Benchmark Loans, conversion to or continuation of Term Benchmark Loans to Eurodollar be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Company will be deemed to have converted any such request into a request for a borrowing of or conversion to Alternate Base Rate Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Furthermore, if any Term Benchmark Loan is outstanding on the date of the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, then until such time as a Benchmark Replacement is implemented pursuant to this subsection 2.10, then on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), such Loan shall be converted by the Agent to, and shall constitute, an Alternate Base Rate Loan on such day.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Required Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such the Required Lenders) of making or maintaining their affected Loans during such Interest Period, then the Administrative Agent shall give telecopy or telephonic notice thereof thereof, to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given given, (wi) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xii) any ABR Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, (yiii) any outstanding Eurodollar Loans shall that were to be converted, continued on the first day of such Interest Period, Period shall be converted to ABR Loans and (ziv) any Multicurrency Loans in the event of a determination described in this Section with respect to which such Interest Period relates the Eurodollar Rate component of the ABR, the utilization of the Eurodollar Rate component in determining the ABR shall be repaid on the first day of such Interest Periodsuspended. Until such notice has been withdrawn by the Administrative Agent, Agent (x) no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans, and (y) to the extent applicable, the ABR shall be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders that: (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate (including because the screen rate used by the Administrative Agent pursuant to the definition of “Eurodollar Base Rate” is not available or published on a current basis) for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Required Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Revolving Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given then (wx) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any Revolving Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Eurodollar Loans shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodLoans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Revolving Loans to Eurodollar Loans. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of the screen rate used by the Administrative Agent pursuant to the definition of “Eurodollar Base Rate” has made a public statement that the administrator of such screen rate is insolvent (and there is no successor administrator that will continue publication of such screen rate), (x) the administrator of the screen rate used by the Administrative Agent pursuant to the definition of “Eurodollar Base Rate” has made a public statement identifying a specific date after which such screen rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of such screen rate), (y) the supervisor for the administrator of the screen rate used by the Administrative Agent pursuant to the definition of “Eurodollar Base Rate” has made a public statement identifying a specific date after which such screen rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the screen rate used by the Administrative Agent pursuant to the definition of “Eurodollar Base Rate” or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which such screen rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to such screen 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 and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 10.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lender stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii)(w), clause (ii)(x) or clause (ii)(y) of the first sentence of this Section 2.10(b), only to the extent the screen rate used by the Administrative Agent pursuant to the definition of “Eurodollar Base Rate” for Interest Period is not available or published at such time on a current basis), (x) any election by the Borrower to convert any ABR Loans to Eurodollar Loans pursuant to Section 2.5(a) or continuation of any Eurodollar Loans as such pursuant to Section 2.5(b) shall be ineffective and (y) any request by the Borrower for a Eurodollar Loan pursuant to Section 2.2 shall be made as an ABR Loan.

Inability to Determine Interest Rate. (a) If at the time that the Administrative Agent shall seek to determine the LIBOR Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Loan the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Loan for any reason, and the Administrative Agent shall reasonably determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the LIBO Rate for such Interest Period for such Eurocurrency Loan shall be the rate per annum determined by the Administrative Agent to be the rate at which it could borrow funds in Dollars (or, in respect of Revolving Loans or Letters of Credit denominated in an Agreed Currency other than Dollars, such Agreed Currency) for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurocurrency Loan being made, continued or converted and with a term equivalent to such Interest Period would be offered by Deutsche Bank AG London Branch in the London interbank Eurocurrency market; provided that if such rate shall be less than zero, such rate shall be deemed to be zero; provided further that if no such rate is available to the Administrative Agent, (i) if such Loan shall be requested in Dollars, then such Borrowing shall be made as an ABR Loan at the Alternate Base Rate and (ii) if such Loan shall be requested in any Foreign Currency, the LIBO Rate shall be equal to the rate determined by the Administrative Agent in its reasonable discretion after consultation with the Borrower and consented to in writing by the Required Lenders (the “Alternative Rate”); provided, however, that until such time as the Alternative Rate shall be determined and so consented to by the Majority Facility Lenders with respect to the Revolving Facility, Loans shall not be available in such Foreign Currency. (b) If prior to the first day commencement of any Interest PeriodPeriod for a Eurocurrency Borrowing: (ai) the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon the Borrowerabsent manifest error) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurocurrency Adjusted LIBO Rate or the LIBO Rate, as applicable, for such a Loan in the applicable currency or for the applicable Interest Period, ; or (bii) the Administrative Agent shall have received notice from is advised by the Majority Facility Lenders of any Class that the Adjusted LIBO Rate or the Majority Multicurrency LendersLIBO Rate, as applicable, for a Loan in the case may be, that applicable currency or for the Eurocurrency Rate determined or to be determined for such applicable Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during included in such Loan for such Interest Period, ; then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders by telephone or telecopy as soon promptly as practicable thereafter. If thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice is given no longer exist, (wi) any Eurodollar Loans Committed Loan Notice that requests the conversion of any Loan to, or Multicurrency Loanscontinuation of any Loan as, a Eurocurrency Loan in the applicable currency or for the applicable Interest Period, as the case may be, requested to shall be made on the first day of ineffective, (ii) if any Committed Loan Notice requests a Eurocurrency Loan in Dollars, such Interest Period Loan shall be made as an ABR Loan and (iii) if any Committed Loan Notice requests a Eurocurrency Loan in a Foreign Currency, then the LIBO Rate for such Eurocurrency Loan shall be the Alternative Rate; provided that if the circumstances giving rise to such notice affect only one Type of Loans, provided, that, notwithstanding then the provisions other Type of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (x) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, (y) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loanspermitted.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders or in respect of the Majority Multicurrency Lenders, as the case may be, relevant Facility that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (and until such notice is withdrawn), (w) any Eurodollar Loans or Multicurrency Loans, as denominated in Dollars under the case may be, relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (x) any Loans denominated in Dollars under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, (y) any outstanding Eurodollar Loans denominated in Dollars under the relevant Facility shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (z) any Multicurrency outstanding Eurodollar Loans denominated in an Alternative Currency (other than Dollars) shall be continued with an interest applicable thereto equal to which the sum of (I) the Applicable Margin for such Eurodollar Loans, (II) the rate for each day during such Interest Period relates reasonably determined by the Administrative Agent to be the cost of funds of representative participating members in the interbank eurodollar market selected by the Administrative Agent (which may include Lenders) for maintaining loans similar to the relevant Loans (provided that any change in the rate determined pursuant to this clause (II) shall be repaid effective as of the opening of business on the first effective day of any change in the relevant component of such Interest Periodrate) and (III) the Mandatory Cost, if any, applicable to such Loan. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans denominated in Dollars under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans denominated in Dollars under the relevant Facility to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency LIBO Rate or the Adjusted LIBO Rate (including because the LIBO Screen Rate is not available or published on a current basis) for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Lenders or the Majority Multicurrency Lenders, as the case may be, in Interest of any Class that the Eurocurrency Adjusted LIBO Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Revolving Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Eurodollar Loans or Multicurrency Loans, as the case may be, with respect to such Class requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to (y) any liability pursuant to subsection 3.11 Revolving Loans with respect to such cancelled request, (x) any Loans Class that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Eurodollar Loans with respect to such Class shall be converted, on the first last day of such the then current Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodLoans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans Loans, with respect to such Class, shall be made or continued as such, nor shall the Borrower have the right to convert ABR Revolving Loans to Eurodollar LoansLoans with respect to such Class. (c) If at any time the Borrower and the Administrative Agent determine in good faith that (i) the circumstances set forth in clause (a) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor in good faith to establish an alternate rate of interest to the LIBO Rate that is generally accepted as the then prevailing market convention for determining a rate of interest (including the making of appropriate adjustments to such alternate rate and this Agreement (x) to preserve pricing in effect at the time of selection of such alternate rate (but for the avoidance of doubt which would not reduce the Applicable Margin) and (y) other changes necessary to reflect the available interest periods for such alternate rate) for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable; provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 10.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this paragraph (but, in the case of the circumstances described in clause (ii) of the first sentence of this paragraph, only to the extent the LIBO Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any request for the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and (y) if any borrowing request requests a Eurodollar Loan, such Revolving Loan shall be made as an ABR Loan.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower, absent manifest error) thatthat the Eurodollar Rate can not be determined by any of the means set forth in the definition of “Eurodollar Rate” and, by reason of circumstances affecting the relevant eurodollar market, adequate and reasonable means do quotations of interest rates for the relevant deposits are not exist being provided to JPMorgan Chase Bank in the relevant amount or for ascertaining the Eurocurrency relevant maturities for purposes of determining the Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Required Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders, absent manifest error) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (wx) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any ABR Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to ABR Loans Loans. Each such Lender shall promptly notify the Administrative Agent upon any change in such determination of the adequacies and (z) any Multicurrency Loans fairness of the Eurodollar Rate, and the Administrative Agent shall promptly withdraw its notice to which such Interest Period relates shall be repaid on the first day Borrower following receipt of such Interest Periodnotices from the Required Lenders. Until such notice has been withdrawn withdrawal by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: Period (a) or, as applicable, on any day on which an ABR Loan bearing interest determined by reference to the Eurodollar Rate, is outstanding), the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan, a request for an ABR Loan to bear interest with reference to the Eurodollar Rate, or a conversion to or a continuation of either of the foregoing that, by reason of circumstances affecting the relevant market, (i) Dollar or Alternative Currency, as applicable, deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (ii) adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or or (biii) the Administrative Agent shall have received notice from the Majority Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (i), (ii) or (iii), the Administrative Agent shall give telecopy or telephonic notice thereof to promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereafter. If Any such notice is given determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (wi) any Eurodollar Loans or Multicurrency Loans, as under the case may be, relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding (ii) any such requested ABR Loans which were to have utilized the provisions of subsection 2.2 or 2.14, Eurodollar Rate component in determining the Borrower may cancel ABR shall not utilize a Eurodollar Rate component in determining the request for ABR applicable to such Eurodollar Loan or Multicurrency requested ABR Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xiii) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Loans and (yiv) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodLoans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans under the relevant Facility to Eurodollar Loans, and the utilization of the Eurodollar Rate component in determining ABR shall be suspended.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon on the BorrowerBorrowers) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate or EURIBOR Rate, as applicable (including because the Screen Rate or EURIBOR Screen Rate, as applicable, is not available or published on a current basis), for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Required Lenders that the Eurodollar Rate or the Majority Multicurrency LendersEURIBOR Rate, as the case may beapplicable, that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as soon promptly as practicable thereafter. If such notice is given (wx) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any EURIBOR Loans that were requested to have been converted be made on the first day of such Interest Period to Eurodollar Loans shall not be continued as ABR Loans, made and (yz) any outstanding Eurodollar Loans shall be convertedthat, on the first day of such Interest Period, were to have been converted to or continued as Eurodollar Loans shall be continued as or converted to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodLoans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans EURIBOR Loans, as applicable, shall be made or continued as such, nor shall the any Borrower have the right to convert ABR Loans to Eurodollar Loans. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error and shall be communicated promptly to the Borrowers) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of the Screen Rate or EURIBOR Screen Rate, as applicable, has made a public statement that the administrator of the Screen Rate or EURIBOR Screen Rate, as applicable, is insolvent (and there is no successor administrator that will continue publication of the Screen Rate or EURIBOR Screen Rate, as applicable), (x) the administrator of the Screen Rate or EURIBOR Screen Rate, as applicable, has made a public statement identifying a specific date after which the Screen Rate or EURIBOR Screen Rate, as applicable, will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the Screen Rate or EURIBOR Screen Rate, as applicable), (y) the supervisor for the administrator of the Screen Rate or EURIBOR Screen Rate, as applicable has made a public statement identifying a specific date after which the Screen Rate or EURIBOR Screen Rate, as applicable, will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the Screen Rate or EURIBOR Screen Rate, as applicable, or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate or EURIBOR Screen Rate, as applicable, may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrowers shall endeavor in good faith to establish an alternate rate of interest to the Eurodollar Rate or EURIBOR Rate, as applicable, 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 a mutually satisfactory amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be necessary or appropriate to give effect to such new rate of interest (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 11.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date the notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. If an alternate rate of interest is to be established in accordance with this clause (b), then until such new rate of interest is established (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.14(b), only to the extent the Screen Rate or EURIBOR Screen Rate, as applicable, for such Interest Period is not available or published at such time on a current basis), (x) any conversion notice that requests the conversion of any Revolving Credit Loan to, or continuation of any Revolving Credit Loan as, a Eurodollar Loan or EURIBOR Loan, as applicable shall be ineffective and (y) if any borrowing request requests a Eurodollar Loan, such borrowing shall be made as an ABR Loan.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have reasonably determined (which reasonable determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Eurocurrency Rate Rate, as the case may be, for such Interest Period, or (b) the Administrative Agent shall have has received notice from (i) the Majority U.S. Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Eurodollar Rate determined (or to be determined determined) for such Interest Period will not adequately and fairly reflect the cost to such U.S. Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Eurodollar Rate Loans during or (ii) the Majority Multicurrency Lenders the Eurocurrency Rate determined (or to be determined) for such Interest PeriodPeriod will not adequately and fairly reflect the cost to such Multicurrency Lenders of making or maintaining their Multicurrency Loans, then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If Until such notice is given (w) any time as the Eurodollar Loans Rate or Multicurrency Loansthe Eurocurrency Rate, as the case may be, requested to can be made on determined by the first day Administrative Agent in the manner specified in the definitions of such Interest Period shall be made as ABR Loansterms in subsection 1.1, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such no further Eurodollar Loan or Multicurrency LoanRate Loans or, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 Multicurrency Loans (with respect to such cancelled request, (xthe Available Foreign Currency for which the Eurocurrency Rate cannot be determined only) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, such at the end of the then current Interest Periods or (y) other than any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Rate Loans or Multicurrency Loans previously requested and with respect to which the Eurodollar Rate or Eurocurrency Rate, as the case may be, was determined) shall be made or continued as suchmade, nor shall the Borrower have the right to convert ABR Loans to into Eurodollar Rate Loans.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Periodevent that: (ai) the Administrative Agent shall have determined in its reasonable judgment (which determination shall be conclusive and binding upon the BorrowerCompany) that, by reason of circumstances affecting the relevant marketinterbank eurodollar market generally, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for any requested Interest Period; (ii) only one of the Reference Banks is able to obtain bids for its Dollar deposits for such Interest Period, Period in the manner contemplated by the term "Eurodollar Rate"; or (biii) the Administrative Agent shall have received notice prior to the first day of such Interest Period from Banks constituting the Majority Lenders or the Majority Multicurrency Lenders, as the case may be, Required Banks that the Eurocurrency Rate interest rate determined or pursuant to be determined subsection 2.8(a) for such Interest Period will does not adequately and fairly accurately reflect the cost to such Lenders Banks (as conclusively certified by such LendersBanks) of making or maintaining their affected Loans during such Interest Period; with respect to (A) proposed Revolving Credit Loans that the Company has requested be made as Eurodollar Loans, (B) Eurodollar Loans that will result from the requested conversion of Alternate Base Rate Loans into Eurodollar Loans or (C) the continuation of Eurodollar Loans beyond the expiration of the then current Interest Period with respect thereto, the Administrative Agent shall forthwith give telecopy facsimile or telephonic notice thereof of such determination to the Borrower Company and the Lenders Banks at least one day prior to, as soon as practicable thereafterthe case may be, the requested Borrowing Date for such Eurodollar Loans, the conversion date of such Loans or the last day of such Interest Period. If such notice is given (wx) any requested Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Alternate Base Rate Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any Alternate Base Rate Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Alternate Base Rate Loans and (yz) any outstanding Eurodollar Loans shall be converted, on the first last day of such the then current Interest PeriodPeriod with respect thereto, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodAlternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as suchmade, nor shall the Borrower Company have the right to convert ABR Alternate Base Rate Loans to Eurodollar Loans. The Agent shall withdraw such notice upon its determination that the event or events which gave rise to such notice no longer exist.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) In the event that the Administrative Agent shall have determined (which determination determination, in the absence of manifest error, shall be conclusive and binding upon the BorrowerCompany) that, that by reason of circumstances affecting the relevant interbank eurocurrency market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for any Interest Period with respect to (i) any proposed Loan that the Company has requested be made as Eurodollar Loans, (ii) a Eurodollar Loan that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the continuation of a Eurodollar Loan as such for an additional Interest PeriodPeriod (any such Loan described in clauses (i), or (bii) or (iii) of this Section 7.8(a) being herein called an “Affected Loan”), the Administrative Agent shall have received forthwith give telecopy or telephonic notice from of such determination, confirmed in writing, to the Majority Lenders or the Majority Multicurrency Company (with a copy to any affected Lenders) at least two Business Days prior to, as the case may be, the borrowing date for such Eurodollar Loan, the conversion date for such Alternate Base Rate Loan or the last day of the Interest Period applicable to such Eurodollar Loan. Unless the Company shall have notified the Administrative Agent promptly upon receipt of such telecopy or telephonic notice that it wishes to rescind or modify its request regarding such Affected Loans, then, as the case may be, any requested Eurodollar Loan shall be made as an Alternate Base Rate Loan, continued as an Alternate Base Rate Loan or converted into an Alternate Base Rate Loan. Until any such notice has been withdrawn by the Administrative Agent, no further Affected Loans shall be made. (b) In the event that the Eurocurrency Required Lenders determine that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly accurately reflect the cost to such Lenders (as conclusively certified by such Lenders) them of making or maintaining their affected any Term Loans during such Interest Periodthat the Company has requested that they make or maintain as, or convert to, Eurodollar Loans, the Administrative Agent shall forthwith give telecopy or telephonic notice thereof of such determination to the Borrower and Company on or before the Lenders as soon as practicable thereafterrequested borrowing, conversion or continuation date for such Term Loans or the next succeeding Interest Period with respect thereto. If Unless the Company shall have notified the Administrative Agent promptly after receipt of such telecopy or telephonic notice is given (w) that it wishes to rescind or modify its borrowing request, then any such Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice converted to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (x) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, (y) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Alternate Base Rate Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances any changes arising on or after the date hereof affecting the relevant interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Required Lenders that, by reason of any changes arising on or after the Majority Multicurrency Lendersdate hereof affecting the interbank eurodollar market, as the case may be, that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof confirmed in writing to the Borrower and the Lenders as soon as practicable thereafter, and in any case at least one Business Day prior to the first day of such Interest Period. If such notice is given (wx) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be converted to or continued as ABR Loans, Loans and (yz) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodLoans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrower absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent shall have received notice from the Majority Required Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Eurodollar Loans shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodLoans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the Eurodollar Base Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower, so long as the Administrative Agent has not received, by such time, written notice of objection to such proposed amendment from Lenders comprising the Required Lenders; provided that, with respect to any proposed amendment containing any SOFR-Based Rate, the Lenders shall be entitled to object only to the Benchmark Replacement Adjustment contained therein. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of the Eurodollar Base Rate with a Benchmark Replacement will occur prior to the applicable Benchmark Transition Start Date. (c) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 2.13, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.13. (e) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a borrowing of Eurodollar Loans, or conversion or continuation of Eurodollar Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (x) any Eurodollar Loans requested to be made shall be made as ABR Loans, (y) any Loans that were to have been converted to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans shall be converted, on the last day of the then-current Interest Period, to ABR Loans.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Periodevent that: (ai) the Administrative Agent shall have determined in its reasonable judgment (which determination shall be conclusive and binding upon the BorrowerCompany) that, by reason of circumstances affecting the relevant marketinterbank eurodollar market generally, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for any requested Interest Period; (ii) only one of the Reference Banks is able to obtain bids for its Dollar deposits for such Interest Period, Period in the manner contemplated by the term “Eurodollar Rate”; or (biii) the Administrative Agent shall have received notice prior to the first day of such Interest Period from Banks constituting the Majority Lenders or the Majority Multicurrency Lenders, as the case may be, Required Banks that the Eurocurrency Rate interest rate determined or pursuant to be determined subsection 2.10(a) for such Interest Period will does not adequately and fairly accurately reflect the cost to such Lenders Banks (as conclusively certified by such LendersBanks) of making or maintaining their affected Loans during such Interest Period; with respect to (A) proposed Revolving Credit Loans that the Company has requested be made as Eurodollar Loans, (B) Eurodollar Loans that will result from the requested conversion of Alternate Base Rate Loans into Eurodollar Loans or (C) the continuation of Eurodollar Loans beyond the expiration of the then current Interest Period with respect thereto, the Administrative Agent shall forthwith give telecopy facsimile or telephonic notice thereof of such determination to the Borrower Company and the Lenders Banks at least one day prior to, as soon as practicable thereafterthe case may be, the requested Borrowing Date for such Eurodollar Loans, the conversion date of such Loans or the last day of such Interest Period. If such notice is given (wx) any requested Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Alternate Base Rate Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any Alternate Base Rate Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Alternate Base Rate Loans and (yz) any outstanding Eurodollar Loans shall be converted, on the first last day of such the then current Interest PeriodPeriod with respect thereto, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodAlternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as suchmade, nor shall the Borrower Company have the right to convert ABR Alternate Base Rate Loans to Eurodollar Loans. The Agent shall withdraw such notice upon its determination that the event or events which gave rise to such notice no longer exist.

Inability to Determine Interest Rate. If (a) Unless and until a Replacement Rate is implemented in accordance with clause (b) below, if prior to the first day of any Interest Period: (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant London interbank market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Required Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given given, the Borrower may revoke any pending request for a borrowing of Eurocurrency Loans, or pending request for conversion to or continuation of Eurocurrency Loans, or failing that: (wx) any Eurodollar Eurocurrency Loans or Multicurrency Loans, as under the case may be, relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Eurocurrency Loans shall be continued as ABR Loans, Base Rate Loans and (yz) any outstanding Eurodollar Eurocurrency Loans under the relevant Facility shall be converted, on the first last day of such the then current Interest PeriodPeriod with respect thereto, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodBase Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Eurocurrency Loans or Multicurrency Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans under the relevant Facility to Eurodollar Eurocurrency Loans. (b) Notwithstanding anything to the contrary in Section 5.10(a) above, if the Administrative Agent has made the determination (such determination to be conclusive absent manifest error) or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Required Lenders have determined that (i) the circumstances described in Section 5.10(a)(i) or Section 5.10(a)(ii) have arisen and that such circumstances are unlikely to be temporary, (ii) the Eurocurrency Rate specified herein is no longer a widely recognized benchmark rate for newly originated loans in the U.S. syndicated loan market in U.S. Dollars or (iii) the applicable supervisor or administrator (if any) of the Eurocurrency Rate specified herein or any Governmental Authority having, or purporting to have, jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Eurocurrency Rate specified herein shall no longer be used for determining interest rates for loans in the U.S. syndicated loan market in U.S. Dollars, then the Administrative Agent may, to the extent practicable (with the consent of the Borrower and as determined by the Administrative Agent to be generally in accordance with similar situations in other transactions in which it is serving as administrative agent or otherwise consistent with market practice generally), establish a replacement interest rate (the “Replacement Rate”), in which case, the Replacement Rate shall, subject to the next two sentences, replace the Eurocurrency Rate for all purposes under the Loan Documents unless and until (A) an event described in Section 5.10(a)(i), (a)(ii), (b)(i), (b)(ii) or (b)(iii) occurs with respect to the Replacement Rate or (B) the Required Lenders (directly, or through the Administrative Agent) notify the Borrower that the Replacement Rate does not adequately and fairly reflect the cost to the Lenders of funding the Loans bearing interest at the Replacement Rate. In connection with the establishment and application of the Replacement Rate, this Agreement and the other Loan Documents shall be amended solely with the consent of the Administrative Agent and the Borrower, as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 5.10(b). Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, Section 12.1), such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the delivery of such amendment to the Lenders, written notices from such Lenders that in the aggregate constitute Required Lenders, with each such notice stating that such Lender objects to such amendment. To the extent the Replacement Rate is approved by the Administrative Agent in connection with this clause (b), the Replacement Rate shall be applied in a manner consistent with market practice; provided that, in each case, to the extent such market practice is not administratively feasible for the Administrative Agent, such Replacement Rate shall be applied as otherwise reasonably determined by the Administrative Agent (it being understood that any such modification by the Administrative Agent shall not require the consent of, or consultation with, any of the Lenders).

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower, absent manifest error) that, that the Eurodollar Rate cannot be determined by any of the means set forth in the definition of “Eurodollar Rate” or by reason of circumstances affecting the relevant eurodollar market, adequate and reasonable means do quotations of interest rates for the relevant deposits are not exist being provided to JPMorgan Chase Bank in the relevant amount or for ascertaining the Eurocurrency relevant maturities for purposes of determining the Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Required Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders, absent manifest error) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy facsimile or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (wx) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any ABR Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to ABR Loans Loans. Each such Lender shall promptly notify the Administrative Agent upon any change in such determination of the adequacies and (z) any Multicurrency Loans fairness of the Eurodollar Rate, and the Administrative Agent shall promptly withdraw its notice to which such Interest Period relates shall be repaid on the first day Borrower following receipt of such Interest Periodnotices from the Required Lenders. Until such notice has been withdrawn withdrawal by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Periodevent that: (ai) the Administrative Agent shall have determined in its reasonable judgment (which determination shall be conclusive and binding upon the BorrowerCompany) that, by reason of circumstances affecting the relevant marketinterbank eurodollar market generally, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for any requested Interest Period; (ii) only one of the Reference Banks is able to obtain bids for its Dollar deposits for such Interest Period, Period in the manner contemplated by the term “Eurodollar Rate”; or (biii) the Administrative Agent shall have received notice prior to the first day of such Interest Period from Banks constituting the Majority Lenders or the Majority Multicurrency Lenders, as the case may be, Required Banks that the Eurocurrency Rate interest rate determined or pursuant to be determined subsection 2.8(a) for such Interest Period will does not adequately and fairly accurately reflect the cost to such Lenders Banks (as conclusively certified by such LendersBanks) of making or maintaining their affected Loans during such Interest Period; with respect to (A) proposed Revolving Credit Loans that the Company has requested be made as Eurodollar Loans, (B) Eurodollar Loans that will result from the requested conversion of Alternate Base Rate Loans into Eurodollar Loans or (C) the continuation of Eurodollar Loans beyond the expiration of the then current Interest Period with respect thereto, the Administrative Agent shall forthwith give telecopy facsimile or telephonic notice thereof of such determination to the Borrower Company and the Lenders Banks at least one day prior to, as soon as practicable thereafterthe case may be, the requested Borrowing Date for such Eurodollar Loans, the conversion date of such Loans or the last day of such Interest Period. If such notice is given (wx) any requested Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Alternate Base Rate Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any Alternate Base Rate Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Alternate Base Rate Loans and (yz) any outstanding Eurodollar Loans shall be converted, on the first last day of such the then current Interest PeriodPeriod with respect thereto, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodAlternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as suchmade, nor shall the Borrower Company have the right to convert ABR Alternate Base Rate Loans to Eurodollar Loans. The Agent shall withdraw such notice upon its determination that the event or events which gave rise to such notice no longer exist.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive presumptively correct and binding upon the BorrowerBorrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for an applicable currency for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Required Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Rate for a currency determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower Company and the relevant Lenders as soon as practicable thereafter. If such notice is given (w) any Eurodollar Eurocurrency Loans or Multicurrency Loans, as the case may be, denominated in Dollars requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (x) any Loans denominated in Dollars that were to have been converted on the first day of such Interest Period to Eurodollar Eurocurrency Loans shall be continued as ABR Loans, (y) any outstanding Eurodollar Eurocurrency Loans denominated in Dollars shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (z) any Multicurrency Eurocurrency Loans to which such Interest Period relates denominated in the affected Alternative Currency may not be continued and shall be repaid on the first last day of such the current Interest Period; provided that (i) if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Types of Borrowings shall be permitted and (ii) if the circumstances giving rise to such notice affect only one currency, then Borrowings in other permitted currencies shall be permitted. Until such notice has been withdrawn by the Administrative AgentAgent (which the Administrative Agent shall do promptly after the circumstances giving rise to such event no longer exist), no further Eurodollar Eurocurrency Loans or Multicurrency Loans of the affected Type shall be made or continued as such, nor shall the Borrower Borrowers have the right to convert ABR Loans to Eurodollar such Type of Eurocurrency Loans. The provisions of this Section 2.13 shall apply to Swingline Alternative Currency Loans, mutatis mutandis.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders or the Majority Multicurrency Lenders, as the case may be, in respect of any Class of Loans that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given given, (wx) any Eurodollar Loans or Multicurrency Loans, as of the case may be, relevant Class requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any Loans of the relevant Class that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Eurodollar Loans of the relevant Class shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodLoans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans of the relevant Class shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans of the relevant Class to Eurodollar Loans. 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 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 the LIBOR Screen Rate 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 the Eurodollar Base Rate 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”), 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 the Eurodollar Base Rate, 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 to replace the Eurodollar Base Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any agreed LIBOR Successor Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m. (New York time) 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 do not accept such amendment. Further, and notwithstanding anything to the contrary in the foregoing paragraph, the Borrower and the Required Lenders may upon not less than 25 Business Days’ prior written notice (or such shorter notice period as to which the Administrative Agent may consent) to the Administrative Agent select a different LIBOR Successor Rate as long as it is practicable for the Administrative Agent to administer such different rate (such practicability being determined by the Administrative Agent in its reasonable discretion). 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, the obligation of the Lenders to make or maintain Eurodollar Loans shall be suspended, (to the extent of the affected Eurodollar Loans or Interest Periods until a LIBOR Successor Rate has been determined). Upon receipt of such notice, 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 Notice of Borrowing of ABR Loans in the amount specified therein.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy telecopy, email or telephonic other electronic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (w) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.142.2, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (x) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Loans and (y) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodLoans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clauses (a)(i) or (ii) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clauses (a)(i) or (ii) above have not arisen but the supervisor for the administrator of the Eurocurrency Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Eurocurrency Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurocurrency Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in subsection 11.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Majority Lenders stating that such Majority Lenders object to such amendment; 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.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (b) with respect to any Loan the Administrative Agent shall have received notice from the Majority Lenders or the Majority Multicurrency Lenders, as the case may be, that interest rate of which is determined by reference to the Eurocurrency Rate determined or to be determined (the “Affected Eurocurrency Rate”) for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (wa) any Eurodollar Eurocurrency Loans or Multicurrency Loans, as denominated in Dollars the case may be, rate of interest applicable to which is based on the Affected Eurocurrency Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency LoanBase Rate Loans and (b) any outstanding Loans denominated in Dollars, as the case may beapplicable, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (x) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate shall be converted to or continued as Base Rate Loans, in each case, the interest rate on which Base Rate Loans shall be continued as ABR Loans, (y) determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate in the event of a determination with respect to the Eurocurrency Rate component of the Base Rate. If any outstanding Eurodollar Loans shall be converted, such repayment occurs on a day which is not the first last day of such Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such the then current Interest Period relates with respect to such affected Eurocurrency Loan, the Borrower shall pay to each of the Lenders such amounts, if any, as may be repaid on the first day of such Interest Periodrequired pursuant to subsection 4.10. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Eurocurrency Loans or Multicurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate shall be made or continued as such, nor shall the Borrower have the right to convert ABR Base Rate Loans to Eurodollar Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate, and the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in this section, the Administrative Agent, in consultation with the Borrower and the Required Lenders, may establish an alternative interest rate for Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate, in which case, such alternative rate of interest shall apply with respect to such Loans until (1) the Administrative Agent revokes the notice delivered with respect to such Loans under the first sentence of this subsection, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding such Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Interest Rate. If Subject to clauses (b), (c), (d), (e) and (f) of this Section 2.16, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Daily Simple SOFR” cannot be determined in accordance with the terms of this Agreement (solely to the extent Daily Simple SOFR is being used as an alternate rate of interest pursuant to this Section 2.16) or that Term SOFR cannot be determined in accordance with the terms of this Agreement on or prior to the first day of any Interest Period: (a) , the Administrative Agent will promptly so notify the Parent Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Parent Borrower, any obligation of the Lenders to make or continue Term SOFR Loans or to convert ABR Loans to Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or, in the case of a Term SOFR Borrowing, the affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the applicable Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or, in the case of a Term SOFR Borrowing, the affected Interest Periods) or, failing that, such Borrower will be deemed to have determined converted any such request into a request for a Borrowing of or conversion to, at the option of such Borrower, (x) Daily Simple SOFR Loans (if available) or (y) if Daily Simple SOFR Loans are not available, ABR Loans, in each case, in the amount specified therein or, failing that, in the case of any request for an affected Term SOFR Borrowing, then such request shall be ineffective and (ii) any outstanding affected Term SOFR Loans denominated in Dollars will be deemed to have been converted into, at the option of such Borrower, (x) Daily Simple SOFR Loans (if available) or (y) if Daily Simple SOFR Loans are not available, ABR Loans. Upon any such conversion, such Borrower shall also pay any additional amounts required pursuant to Section 2.20 of this Agreement. If the Administrative Agent determines (which determination shall be conclusive and binding upon absent manifest error) that “Daily Simple SOFR” cannot be determined in accordance with the Borrowerterms of this Agreement (solely to the extent Daily Simple SOFR is being used as an alternate rate of interest pursuant to this Section 2.16) thator “Term SOFR” cannot be determined in accordance with the terms of this Agreement, in each case on any given day, the interest rate on ABR Loans shall be determined by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Rate determined or without reference to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders clause (as conclusively certified by such Lendersc) of making or maintaining their affected Loans during such Interest Period, the definition of “ABR” until the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If revokes such notice is given (w) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (x) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, (y) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loansdetermination.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower, absent manifest error) that, that the Eurodollar Rate cannot be determined by any of the means set forth in the definition of “Eurodollar Rate” or by reason of circumstances affecting the relevant eurodollar market, adequate and reasonable means do quotations of interest rates for the relevant deposits are not exist being provided to JPMorgan in the relevant amount or for ascertaining the Eurocurrency relevant maturities for purposes of determining the Eurodollar Rate for such Interest PeriodPeriod (including because the Screen Rate is not available or published on a current basis), or (bii) the Administrative Agent shall have received notice from the Majority Required Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders, absent manifest error) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy facsimile or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (wx) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any ABR Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to ABR Loans Loans. Each such Lender shall promptly notify the Administrative Agent upon any change in such determination of the adequacies and (z) any Multicurrency Loans fairness of the Eurodollar Rate, and the Administrative Agent shall promptly withdraw its notice to which such Interest Period relates shall be repaid on the first day Borrower following receipt of such Interest Periodnotices from the Required Lenders. Until such notice has been withdrawn withdrawal by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of the Screen Rate has made a public statement that the administrator of the Screen Rate is insolvent (and there is no successor administrator that will continue publication of the Screen Rate), (x) the administrator of the Screen Rate has made a public statement identifying a specific date after which the Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the Screen Rate), (y) the supervisor for the administrator of the Screen Rate has made a public statement identifying a specific date after which the Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar 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 and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 9.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date a copy of such amendment is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.10(b), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any interest election request that requests the conversion of any borrowing to, or continuation of any borrowing as, a Eurodollar borrowing shall be ineffective, and (y) if any borrowing request requests a Eurodollar borrowing, such borrowing shall be made as an ABR borrowing; 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.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower, absent manifest error) thatthat the Eurodollar Rate cannot be determined by any of the means set forth in the definition of “Eurodollar Rate” and, by reason of circumstances affecting the relevant eurodollar market, adequate and reasonable means do quotations of interest rates for the relevant deposits are not exist being provided to JPMorgan Chase Bank in the relevant amount or for ascertaining the Eurocurrency relevant maturities for purposes of determining the Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Required Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders, absent manifest error) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy facsimile or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (wx) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any ABR Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to ABR Loans Loans. Each such Lender shall promptly notify the Administrative Agent upon any change in such determination of the adequacies and (z) any Multicurrency Loans fairness of the Eurodollar Rate, and the Administrative Agent shall promptly withdraw its notice to which such Interest Period relates shall be repaid on the first day Borrower following receipt of such Interest Periodnotices from the Required Lenders. Until such notice has been withdrawn withdrawal by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrower and the Co-Borrower in the absence of manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means (including by means of an Interpolated Rate or Dollar Interpolated Rate) do not exist for ascertaining the Eurodollar Rate or Eurocurrency Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders or in respect of the Majority Multicurrency Lenders, as the case may be, relevant Facility that the Eurodollar Rate or Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wi) in respect of Eurodollar Loans, (x) any Eurodollar Loans or Multicurrency Loans, as under the case may be, relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (zii) in respect of Foreign Currency Loans, (x) any Multicurrency Foreign Currency Loans requested to which such Interest Period relates shall be repaid made on the first day of such Interest Period shall not be made and (y) any outstanding Foreign Currency Loans shall be due and payable on the last day of the then-current Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility or Multicurrency Loans Foreign Currency Loans, as the case may be, shall be made or continued as such, nor shall the Borrower or the Co-Borrower have the right to convert ABR Loans under the relevant Facility to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period: (a) event that the Administrative Agent or the Required Lenders shall have determined (which determination shall be conclusive and binding upon the Borrower) that, that (a) by reason of circumstances affecting the relevant interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for any Interest Period with respect to (i) proposed Loans that Bor- rower has requested be made as Eurodollar Loans, (ii) any Eurodollar Loans that will result from the requested conversion of all or part of the Alter- nate Base Rate Loans into Eurodollar Loans or (iii) the continuation of any Eurodollar Loan as such for an additional Interest Period, or or (b) dollar deposits in the relevant amount and for the relevant period with respect to any such Eurodollar Loan are not generally available to the Lenders in their respective Eurodollar Lending Offices' interbank eurodollar markets, the Administrative Agent shall have received forthwith give telecopy notice from of such de- termination, confirmed in writing, to Borrower and the Majority Lenders or the Majority Multicurrency Lendersat least one day prior to, as the case may be, that the Eurocurrency Rate determined requested Borrowing Date, the conver- sion date or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) last day of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (wi) any requested Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Alternate Base Rate Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xii) any Alternate Base Rate Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Alternate Base Rate Loans, and (yiii) any outstanding Eurodollar Loans shall be converted, converted on the first last day of such Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such the then current Interest Period relates shall be repaid on the first day of such Interest Periodapplicable thereto into Alternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency shall be made and no Alternate Base Rate Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans converted to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon shall, in the Borrowerabsence of manifest error, constitute prima facie evidence thereof) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Lenders or the Majority Multicurrency Facility Lenders, as each acting reasonably and in good faith, in respect of the case may be, relevant Facility that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders, such certification constituting, in the absence of manifest error, prima facie evidence thereof) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Eurodollar Loans or Multicurrency Loans, as under the case may be, relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as Loans (in the case may be, by written notice of any such Loans to be made to the Administrative Agent one Business Day prior US Borrowers) or US Base Rate Loans (in the case of any such Loans to be made to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled requestCanadian Borrower), (xy) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Loans (yin the case of any such loans to be made to the US Borrowers) or US Base Rate Loans (in the case of any such loans to be made to the Canadian Borrower) and (z) any outstanding Eurodollar Loans shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (zin the case of any such loans to be made to the US Borrowers) or US Base Rate Loans (in the case of any Multicurrency Loans such loans to which such Interest Period relates shall be repaid on made to the first day of such Interest PeriodCanadian Borrower). Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the relevant Borrower have the right to convert ABR Loans to Eurodollar Loans.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (w) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.142.2, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (x) any Loans denominated that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Loans and (y) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodLoans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clauses (a)(i) or (ii) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clauses (a)(i) or (ii) above have not arisen but the supervisor for the administrator of the Eurocurrency Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Eurocurrency Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurocurrency Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in subsection 11.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Majority Lenders stating that such Majority Lenders object to such amendment; 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.

Inability to Determine Interest Rate. If prior to As further set forth in Paragraph 8.11 of Section 8 hereof, in the first day of any Interest Period: (a) event that the Administrative Agent shall have determined determine, or any Lender notifies the Agent in writing that it has determined, in the exercise of its reasonable business judgement (which determination shall be conclusive and binding upon the Borrower) thatCompanies), that by reason of circumstances affecting the relevant interbank LIBOR market, adequate and 58 reasonable means do not exist for ascertaining LIBOR applicable for any Interest Period with respect to (a) a proposed loan that any of the Eurocurrency Rate for such Interest PeriodCompanies have requested be made as a LIBOR Loan, or (b) the Administrative Agent shall have received notice a LIBOR Loan that will result from the Majority Lenders requested conversion of a Chase Bank Rate Loan into a LIBOR Loan or (c) the Majority Multicurrency Lenderscontinuation of LIBOR Loans beyond the expiration of the then current Interest Period with respect thereto, the Agent or such Lender, as applicable, shall forthwith give written notice of such determination to the Companies at least one (1) day prior to, as the case may be, that the Eurocurrency Rate determined or to be determined requested borrowing date for such Interest Period will not adequately and fairly reflect LIBOR Loan, the cost to conversion date of such Lenders (as conclusively certified by such Lenders) Chase Bank Rate Loan or the last day of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (wi) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period LIBOR Loan shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency a Chase Bank Rate Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xii) any Loans Chase Bank Rate Loan that were was to have been converted on the first day of such Interest Period to Eurodollar Loans a LIBOR Loan shall be continued as ABR Loansa Chase Bank Rate Loan, and (yiii) any outstanding Eurodollar Loans LIBOR Loan shall be converted, on the first last day of such then current Interest PeriodPeriod with respect thereto, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest Perioda Chase Bank Rate Loan. Until the Agent or such notice Lender has been withdrawn by the Administrative Agentsuch notice, no further Eurodollar Loans or Multicurrency Loans LIBOR Loan shall be made or continued as such, nor shall the Borrower Companies have the right to convert ABR Loans a Chase Bank Rate Loan to Eurodollar Loansa LIBOR Loan.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, ; or (b) the Administrative Agent shall have received notice from the Majority Required Lenders or the Majority Multicurrency Lenders(or, as in the case may beof a Competitive Loan, the Lender that is required to make such Competitive Loan) that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) (as conclusively certified by such LendersLenders or Lender, as the case may be) of making or maintaining their affected Revolving Credit Loans (or its Competitive Loan) during such Interest Period, ; the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower Borrowers and the Lenders as soon as practicable thereafter. If such notice is given given, (wi) any Eurodollar Eurocurrency Loans or Multicurrency (other than Competitive Loans, as the case may be, ) requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xii) any Revolving Credit Loans that were to have been converted on the first day of such Interest Period to Eurodollar Eurocurrency Loans shall be (x) converted to or continued as ABR Loans, or (y) if such Revolving Credit Loan is in an Alternate Currency, such Eurocurrency Loan shall be repaid on the last day of the Interest Period applicable thereto, unless the relevant Borrower requests an ABR Borrowing in Dollars in lieu of such Eurocurrency Borrowing at least one Business Day prior to the last day of such Interest Period, (iii) any outstanding Eurodollar Eurocurrency Loans (other than Competitive Loans) shall be (x) converted, on the first day of such Interest Period, to ABR Loans and Loans, or (zy) any Multicurrency Loans to which if such Interest Period relates Eurocurrency Loan is in an Alternate Currency, such Eurocurrency Loan shall be repaid on the first last day of the Interest Period applicable thereto, unless the relevant Borrower requests an ABR Borrowing in Dollars in lieu of such Eurocurrency Borrowing at least one Business Day prior to the last day of such Interest Period, and (iv) any request by Kimco for a Competitive Loan (other than a Fixed Rate Loan) shall be ineffective; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then requests by Kimco for such Competitive Loans may be made to the Lenders that are not affected thereby. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Eurocurrency Loans shall be made or continued as such, nor shall the any Borrower have the right to convert ABR any other Revolving Credit Loans to Eurodollar Eurocurrency Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate or the CDOR Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurodollar Rate or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency CDOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Eurodollar Loans or Multicurrency CDOR Rate Loans, as applicable, under the case may be, relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding Loans in the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled requestapplicable Currency, (xy) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans Loans, or CDOR Rate Loans, as applicable shall be continued as ABR Loans, Loans in the applicable Currency and (yz) any outstanding Eurodollar Loans or CDOR Rate Loans, as applicable, under the relevant Facility shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on in the first day of such Interest Periodapplicable Currency. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans CDOR Rate Loans, as applicable, under the relevant Facility shall be made or continued as such, nor shall the any Borrower have the right to convert ABR Loans under the relevant Facility to Eurodollar Loans or CDOR Rate Loans, as applicable.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: (ai) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Required Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period in good faith by such Required Lenders will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Eurodollar Loans or Multicurrency Loans, as the case may be, hereunder requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any Loans hereunder that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Base Rate Loans and (yz) any outstanding Eurodollar Loans hereunder shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (z) any Multicurrency Loans Base Rate Loans; provided that if the circumstances giving rise to which such Interest Period relates notice shall be repaid on the first day cease or otherwise become inapplicable to such Required Lenders, then such Required Lenders shall promptly give notice of such Interest Periodchange in circumstances to the Administrative Agent and the Borrower. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans hereunder shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans hereunder to Eurodollar Loans. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of the LIBOR has made a public statement that the administrator of the LIBOR is insolvent (and there is no successor administrator that will continue publication of the LIBOR), (x) the administrator of the LIBOR has made a public statement identifying a specific date after which the LIBOR will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBOR), (y) the supervisor for the administrator of the LIBOR has made a public statement identifying a specific date after which the LIBOR will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBOR or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar 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 and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 9.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders of each Class stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.11(b), only to the extent the LIBOR for such Interest Period is not available or published at such time on a current basis), (x) any requests to convert of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (y) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as a Base Rate Borrowing.

Inability to Determine Interest Rate. If prior (a) Subject to clauses (b) through (g) of this subsection 2.10, in the first day of any Interest Periodevent that: (ai) the Administrative Agent shall have determined in its reasonable judgment (which determination shall be conclusive and binding upon the BorrowerCompany) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate (including because the Screen Rate is not available or published on a current basis) for such any requested Interest Period, ; or (bii) the Administrative Agent shall have received notice prior to the first day of such Interest Period from Banks constituting the Majority Lenders or the Majority Multicurrency Lenders, as the case may be, Required Banks that the Eurocurrency Rate interest rate determined or pursuant to be determined subsection 2.8(a) for such Interest Period will does not adequately and fairly accurately reflect the cost to such Lenders Banks (as conclusively certified by such LendersBanks) of making or maintaining their affected Loans during such Interest Period; with respect to (A) proposed Revolving Credit Loans that the Company has requested be made as Eurodollar Loans, (B) Eurodollar Loans that will result from the requested conversion of Alternate Base Rate Loans into Eurodollar Loans or (C) the continuation of Eurodollar Loans beyond the expiration of the then current Interest Period with respect thereto, the Administrative Agent shall forthwith give telecopy facsimile or telephonic notice thereof of such determination to the Borrower Company and the Lenders Banks at least one day prior to, as soon as practicable thereafterthe case may be, the requested Borrowing Date for such Eurodollar Loans, the conversion date of such Loans or the last day of such Interest Period. If such notice is given (wx) any requested Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Alternate Base Rate Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any Alternate Base Rate Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Alternate Base Rate Loans and (yz) any outstanding Eurodollar Loans shall be converted, on the first last day of such the then current Interest PeriodPeriod with respect thereto, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodAlternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as suchmade, nor shall the Borrower Company have the right to convert ABR Alternate Base Rate Loans to Eurodollar Loans. The Agent shall withdraw such notice upon its determination that the event or events which gave rise to such notice no longer exist. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 P.M., New York City time, on the fifth Business Day after the date notice of such Benchmark Replacement is provided to the Banks without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Banks comprising the Required Banks. (c) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, with respect to a Loan denominated in Dollars, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (c) shall not be effective unless the Agent has delivered to the Banks and the Company a Term SOFR Notice. For the avoidance of doubt, the Agent shall not be required to deliver a Term SOFR Notice after the occurrence of a Term SOFR Transition Event and may do so in its sole discretion. (d) In connection with the implementation of a Benchmark Replacement, the Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (e) The Agent will promptly notify the Company and the Banks of (i) any occurrence of a Benchmark Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Bank (or group of Banks) pursuant to this subsection 2.10, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this subsection 2.10. (f) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or the Eurodollar Base Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (g) Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Company may revoke any request for a borrowing of Eurodollar Loans, conversion to or continuation of Eurodollar Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Company will be deemed to have converted any such request into a request for a borrowing of or conversion to Alternate Base Rate Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Furthermore, if any Loan is outstanding on the date of the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, then until such time as a Benchmark Replacement is implemented pursuant to this subsection 2.10, then on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), such Loan shall be converted by the Agent to, and shall constitute, an Alternate Base Rate Loan on such day.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (ai) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Facility Lenders or in respect of the Majority Multicurrency Lenders, as the case may be, relevant Facility that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wA) in respect of Eurocurrency Loans denominated in Dollars, (x) any Eurodollar Eurocurrency Loans or Multicurrency Loans, as under the case may be, relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Eurocurrency Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Eurodollar Eurocurrency Loans under the relevant Facility shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (zB) in respect of Foreign Currency Loans, (x) any Multicurrency Foreign Currency Loans requested to which such Interest Period relates shall be repaid made on the first day of such Interest Period shall not be made and (y) any outstanding Foreign Currency Loans shall be due and payable on the last day of the then-current Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Eurocurrency Loans or Multicurrency Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans under the relevant Facility to Eurodollar Eurocurrency Loans.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower, absent manifest error) that, that the Eurodollar Rate cannot be determined by any of the means set forth in the definition of “Eurodollar Rate” or by reason of circumstances affecting the relevant eurodollar market, adequate and reasonable means do quotations of interest rates for the relevant deposits are not exist being provided to RBC in the relevant amount or for ascertaining the Eurocurrency relevant maturities for purposes of determining the Eurodollar Rate for such Interest PeriodPeriod (including because the Screen Rate is not available or published on a current basis), or (bii) the Administrative Agent shall have received notice from the Majority Required Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders, absent manifest error) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy facsimile or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (wx) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any ABR Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to ABR Loans Loans. Each such Lender shall promptly notify the Administrative Agent upon any change in such determination of the adequacies and (z) any Multicurrency Loans fairness of the Eurodollar Rate, and the Administrative Agent shall promptly withdraw its notice to which such Interest Period relates shall be repaid on the first day Borrower following receipt of such Interest Periodnotices from the Required Lenders. Until such notice has been withdrawn withdrawal by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of the Screen Rate has made a public statement that the administrator of the Screen Rate is insolvent (and there is no successor administrator that will continue publication of the Screen Rate), (x) the administrator of the Screen Rate has made a public statement identifying a specific date after which the Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the Screen Rate), (y) the supervisor for the administrator of the Screen Rate has made a public statement identifying a specific date after which the Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar 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 and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 9.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date a copy of such amendment is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.10(b), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any interest election request that requests the conversion of any borrowing to, or continuation of any borrowing as, a Eurodollar borrowing shall be ineffective, and (y) if any borrowing request requests a Eurodollar borrowing, such borrowing shall be made as an ABR borrowing; 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.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders or in respect of the Majority Multicurrency Lenders, as the case may be, relevant Facility that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (and until such notice is withdrawn), (w) any Eurodollar Loans or Multicurrency Loans, as denominated in Dollars under the case may be, relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (x) any Loans denominated in Dollars under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, (y) any outstanding Eurodollar Loans denominated in Dollars under the relevant Facility shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (z) any Multicurrency outstanding Eurodollar Loans denominated in an Alternative Currency (other than Dollars) shall be continued with an interest applicable thereto equal to which the sum of (I) the Applicable Margin for such Eurodollar Loans and (II) the rate for each day during such Interest Period relates reasonably determined by the Administrative Agent to be the cost of funds of representative participating members in the interbank eurodollar market selected by the Administrative Agent (which may include Lenders) for maintaining loans similar to the relevant Loans (provided that any change in the rate determined pursuant to this clause (II) shall be repaid effective as of the opening of business on the first effective day of any change in the relevant component of such Interest Periodrate). Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans denominated in Dollars under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans denominated in Dollars under the relevant Facility to Eurodollar Loans.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowerabsent manifest error) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Base Rate or the Eurodollar Rate, as applicable (including because the Screen Rate is not available or published on a current basis), for a Loan for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurodollar Base Rate or the Majority Multicurrency LendersEurodollar Rate, as the case may beapplicable, that the Eurocurrency Rate determined or to be determined for a Loan for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy facsimile or telephonic e-mail notice thereof to the Parent Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Eurodollar Loans or Multicurrency Loans, as under the case may be, relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which notification shall be made promptly after the Administrative Agent obtains knowledge of the cessation of the circumstances referenced in clause (i) or receives notice from the Majority Facility Lenders in respect of the relevant Facility of the cessation of the circumstances referenced in clause (ii) above), no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall any Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Parent Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar Rate and 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 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 10.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Majority Facility Lenders in respect of each Facility stating that such Majority Facility Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.16(b), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Eurodollar Loans requested to be made shall be made as ABR Loans, (y) any Loans that were to have been converted to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) If in connection with any request for a Eurodollar Loan or a conversion to or continuation thereof, (i) the Administrative Agent shall have determined determines that (which determination shall be conclusive A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and binding upon the BorrowerInterest Period of such Eurodollar Loan, or (B) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining determining the Eurocurrency Eurodollar Rate for such any requested Interest PeriodPeriod with respect to a proposed Eurodollar Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (i), or “Impacted Loans”), or (bii) the Administrative Agent shall have received notice from the Majority Lenders or the Majority Multicurrency Lenders, as Required Lenders determine that for any reason the case may be, that the Eurocurrency Eurodollar Rate determined or to be determined for such any requested Interest Period will with respect to a proposed Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by of funding such Lenders) of making or maintaining their affected Loans during such Interest PeriodLoan, the Administrative Agent shall give telecopy or telephonic notice thereof to will promptly so notify the Borrower Borrowers and the Lenders as soon as practicable thereaftereach Lender. If such notice is given (w) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled requestThereafter, (x) any Loans that were the obligation of the Lenders to have been converted on the first day of such Interest Period to make or maintain Eurodollar Loans shall be continued as ABR Loanssuspended (to the extent of the affected Eurodollar Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrowers may revoke any outstanding pending request for a borrowing of, conversion to or continuation of Eurodollar Loans shall be converted, on (to the first day extent of such Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further affected Eurodollar Loans or Multicurrency 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. (b) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i) of this Section 3.6, the Administrative Agent in consultation with the Borrowers and the Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall be 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 3.6, (ii) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrowers that such alternative interest rate does not adequately and fairly reflect the cost to the Lenders of funding the Impacted Loans, or (iii) any Lender determines that any Law has made it unlawful, or continued as suchthat any Governmental Authority has asserted that it is unlawful, nor shall 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 Borrower have authority of such Lender to do any of the right to convert ABR Loans to Eurodollar Loansforegoing and provides the Administrative Agent and the Borrowers written notice thereof.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , the Administrative Agent or the Required Lenders (after consultation with the Administrative Agent) shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or or (bc) the Administrative Agent shall have received notice from the Majority Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall give telecopy or telephonic notice thereof to promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereafter. If Any such notice is given determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (wx) any Eurodollar Loans or Multicurrency Loans, as under the case may be, relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodLoans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans under the relevant Facility to Eurodollar Loans.

Inability to Determine Interest Rate. If (a) In the event that the ------------------------------------ Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that by reason of circumstances affecting the interbank eurodollar market generally, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for any requested Interest Period with respect to Committed Rate Loans that a Borrower has requested be made as, continued as or converted into Eurodollar Loans, the Administrative Agent shall promptly give notice of such determination to such Borrower and the Banks prior to the first day of the requested Interest Period for such Eurodollar Loans. If such notice is given, such Borrower may (i) in accordance with the provisions of subsection 2.1 or 2.9, as the case may be (including any requirements for notification), request that the affected Loans be made as, continued as or converted into, as the case may be, ABR Loans, or (ii) in the case of Loans requested to be made on the first day of such Interest Period:, withdraw the notice given under subsections 2.1 or 2.9, as the case may be, by giving telephonic notice to the Administrative Agent, no later than 10:00 A.M. (New York City time) on the applicable Borrowing Date, confirmed in writing no later than one Business Day after such telephonic notice is given; provided -------- that if the Administrative Agent does not receive any notice permitted from the relevant Borrower hereunder, such Borrower shall be deemed to have requested that the affected Loans be made as, continued as or converted into, as the case may be, ABR Loans. Until the notice given pursuant to the first sentence of this paragraph has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as or converted into, as the case may be, Eurodollar Loans. (ab) In the event that the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) that, that by reason of circumstances affecting the relevant interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such any Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Rate determined or Period with respect to a proposed Bid Loan to be determined for such Interest Period will not adequately and fairly reflect the cost made pursuant to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Periodan Index Rate Bid Loan Request, the Administrative Agent shall forthwith give telecopy or telephonic notice thereof of such determination to the relevant Borrower and the Lenders as soon as practicable thereafter. If Bid Loan Banks at least two Business Days prior to the proposed Borrowing Date, and such notice is given (w) any Eurodollar Bid Loans or Multicurrency Loans, as the case may be, requested to shall not be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (x) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, (y) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodBorrowing Date. Until any such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans Index Rate Bid Loan Requests shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loanssubmitted by either Borrower.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower Borrowers and the Lenders as soon as practicable thereafter. If such notice is given (w) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 2.5 or 2.142.17, the Borrower Borrowers may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower Borrowers shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (x) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, (y) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower Borrowers have the right to convert ABR Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or, (b) the Administrative Agent shall have received notice from the Majority Required Lenders or the Majority Required Multicurrency Lenders, as the case may be, that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such the relevant Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, or (c) the Administrative Agent determines (which determination shall be conclusive and binding upon the Borrower) that deposits in the applicable currency are not generally available, or cannot be obtained by the relevant Lenders, in the applicable market (any Foreign Currency affected by the circumstances described in clause (a), (b) or (c) is referred to as an "Affected Foreign Currency"), the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wy) pursuant to clause (a) or (b) of this Section 2.22 in respect of Eurocurrency Loans denominated in Dollars, then (i) any Eurodollar Eurocurrency Loans or Multicurrency Loans, as the case may be, denominated in Dollars requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xii) any ABR Loans that were to have been converted on the first day of such Interest Period to Eurodollar Eurocurrency Loans denominated in Dollars shall be continued as ABR Loans, Loans and (yiii) any outstanding Eurodollar Eurocurrency Loans denominated in Dollars shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (z) in respect of any Multicurrency Loans, then (i) any Multicurrency Loans in an Affected Foreign Currency requested to which be made on the first day of such Interest Period relates shall not be made and (ii) any outstanding Multicurrency Loans in an Affected Foreign Currency shall be repaid due and payable on the first day of such Interest Period. Until such relevant notice has been withdrawn by the Administrative Agent, no further Eurodollar Eurocurrency Loans denominated in Dollars or Multicurrency Loans in an Affected Foreign Currency shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar LoansEurocurrency Loans denominated in Dollars.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) In the event that the Administrative Agent or the relevant Local Fronting Lender shall have determined (which determination determination, in the absence of manifest error, shall be conclusive and binding upon the each Borrower) that, that by reason of circumstances affecting the relevant interbank eurocurrency market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or any relevant Eurocurrency Rate for any Interest Period with respect to (i) any proposed Loan that the relevant Borrower has requested be made as Eurodollar Loans or Eurocurrency Loans, (ii) a Eurodollar Loan that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans, (iii) a Eurocurrency Loan that will result from the requested conversion of all or part of the Local Rate Loans in any Denomination Currency into Eurocurrency Loans, (iv) the continuation of a Eurodollar Loan or a Eurocurrency Loan as such for an additional Interest PeriodPeriod (any such Loan described in clauses (i), or (bii), (iii), or (iv) of this Section 7.8(a) being herein called an “Affected Loan”), the Administrative Agent shall have received notice from the Majority Lenders or the Majority Multicurrency relevant Local Fronting Lender (as the case may be) shall forthwith give telecopy or telephonic notice of such determination, confirmed in writing, to the relevant Borrower (with a copy to the Company, the Administrative Agent and any affected Lenders) at least two Business Days prior to, as the case may be, the borrowing date for such Eurodollar Loan or Eurocurrency Loan, the conversion date for such Alternate Base Rate Loan or Local Rate Loan or the last day of the Interest Period applicable to such Eurodollar Loan or Eurocurrency Loan. Unless the relevant Borrower shall have notified the Administrative Agent (in the case of any Syndicated Loan), the relevant Local Fronting Lender (in the case of any Local Loan) or the Administrative Agent promptly upon receipt of such telecopy or telephonic notice that it wishes to rescind or modify its request regarding such Affected Loans, then, as the case may be, (x) any requested Eurodollar Loan shall be made as an Alternate Base Rate Loan, continued as an Alternate Base Rate Loan or converted into an Alternate Base Rate Loan or (y) any requested Local Loan which is a Eurocurrency Loan shall be made as a Local Rate Loan, continued as a Local Rate Loan or converted into a Local Rate Loan. Until any such notice has been withdrawn by the Administrative Agent or the relevant Local Fronting Lender, as the case may be, no further Affected Loans shall be made. (b) In the event that the Lenders holding the majority of the relevant Commitment determine that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly accurately reflect the cost to such Lenders (as conclusively certified by such Lenders) them of making or maintaining their affected any Syndicated Loans during such Interest Periodthat a Borrower has requested that they make or maintain as, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (w) any convert to, Eurodollar Loans or Multicurrency Eurocurrency Loans, as the case may be, requested to be made on the first day Administrative Agent shall forthwith give telecopy or telephonic notice of such determination to such Borrower (with a copy to the Company, to the extent that the Company is not such Borrower) on or before the requested borrowing, conversion or continuation date for such Syndicated Loans or the next succeeding Interest Period with respect thereto. Unless the relevant Borrower shall have notified the Administrative Agent promptly after receipt of such telecopy or telephonic notice that it wishes to rescind or modify its borrowing request, then any such Eurodollar Loans shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice converted to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (x) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, (y) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Alternate Base Rate Loans.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: (a) Subject to clauses (b), (c), (d), (e), (f) and (g) of this Section 2.13, if prior to the commencement of any Interest Period for a Eurodollar Loan: (i) the Administrative Agent shall have determined determineddetermines (which determination shall be conclusive and binding upon the BorrowerBorrower absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate or the Eurodollar Base Rate, as applicable (including because the Eurodollar Screen Rate is not available or published on a current basis) for such Interest Period, provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent shall have received notice from fromis advised by the Majority Required Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Eurodollar Rate determined or to be determined determinedor the Eurodollar Base Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such LendersLendersor Lender) of making or maintaining their affected Loans during during(or its Loan) included in the applicable borrowing for such Interest Period, ,; then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon soonby telephone, telecopy or electronic mail as promptly as practicable thereafter. If such notice is given (wx) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Eurodollar Loans shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodLoans. Until such notice has been withdrawn by and, until the Administrative Agent, no further notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any notice from the Borrower to the Administrative Agent that requests the conversion of any Loans to, or continuation of any Loans as, a Eurodollar Loans or Multicurrency borrowing shall be ineffective and (B) if any borrowing notice delivered pursuant to Section 2.2 requests a borrowing of Eurodollar Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans., such borrowing shall be made as an ABR Loan; provided that if the circumstances giving rise to such notice affect only one Type of borrowings, then the other Type of borrowings shall be permitted. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the Eurodollar Base Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower, so long as the Administrative Agent has not received, by such time, written notice of objection to such proposed amendment from Lenders comprising the Required Lenders; provided that, with respect to any proposed amendment containing any SOFR-Based Rate, the Lenders shall be entitled to object only to the Benchmark Replacement Adjustment contained therein. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of the Eurodollar Base Rate with a Benchmark Replacement will occur prior to the applicable Benchmark Transition Start Date.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) In the event that the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) that, that by reason of circumstances affecting the interbank eurodollar market generally, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for any requested Interest Period with respect to Committed Rate Loans that a Borrower has requested be made as, continued as or converted into Eurodollar Loans, the Administrative Agent shall promptly give notice of such determination to such Borrower and the Banks prior to the first day of the requested Interest Period for such Eurodollar Loans. If such notice is given, such Borrower may (i) in accordance with the provisions of subsection 2.1 or 2.9, as the case may be (including any requirements for notification), request that the affected Loans be made as, continued as or converted into, as the case may be, ABR Loans, or (ii) in the case of Loans requested to be made on the first day of such Interest Period, withdraw the notice given under subsection 2.1 or 2.9, as the case may be, by giving telephonic notice to the Administrative Agent, no later than 10:00 A.M. (New York City time) on the applicable Borrowing Date, confirmed in writing no later than one Business Day after such telephonic notice is given; provided that if the Administrative Agent does not receive any notice permitted from the relevant Borrower hereunder, such Borrower shall be deemed to have requested that the affected Loans be made as, continued as or converted into, as the case may be, ABR Loans. Until the notice given pursuant to the first sentence of this paragraph has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as or converted into, as the case may be, Eurodollar Loans. (b) In the event that the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such any Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Rate determined or Period with respect to a proposed Bid Loan to be determined for such Interest Period will not adequately and fairly reflect the cost made pursuant to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Periodan Index Rate Bid Loan Request, the Administrative Agent shall forthwith give telecopy or telephonic notice thereof of such determination to the relevant Borrower and the Lenders as soon as practicable thereafter. If Bid Loan Banks at least two Business Days prior to the proposed Borrowing Date, and such notice is given (w) any Eurodollar Bid Loans or Multicurrency Loans, as the case may be, requested to shall not be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (x) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, (y) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodBorrowing Date. Until any such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans Index Rate Bid Loan Requests shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loanssubmitted by either Borrower.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders that: (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate (including because the screen rate used by the Administrative Agent pursuant to the definition of “Eurodollar Base Rate” is not available or published on a current basis) for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Required Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given then (wx) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Eurodollar Loans shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodLoans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of the screen rate used by the Administrative Agent pursuant to the definition of “Eurodollar Base Rate” has made a public statement that the administrator of such screen rate is insolvent (and there is no successor administrator that will continue publication of such screen rate), (x) the administrator of the screen rate used by the Administrative Agent pursuant to the definition of “Eurodollar Base Rate” has made a public statement identifying a specific date after which such screen rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of such screen rate), (y) the supervisor for the administrator of the screen rate used by the Administrative Agent pursuant to the definition of “Eurodollar Base Rate” has made a public statement identifying a specific date after which such screen rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the screen rate used by the Administrative Agent pursuant to the definition of “Eurodollar Base Rate” or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which such screen rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the 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 and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 10.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii)(w), clause (ii)(x) or clause (ii)(y) of the first sentence of this Section 2.10(b), only to the extent the screen rate used by the Administrative Agent pursuant to the definition of “Eurodollar Base Rate” for such Interest Period is not available or published at such time on a current basis), (x) any election by the Borrower to convert any ABR Loans to Eurodollar Loans pursuant to Section 2.6(a) or continuation of any Eurodollar Loan as such pursuant to Section 2.6(b) shall be ineffective and (y) any request by the Borrower for a Eurodollar Loan pursuant to Section 2.2 shall be made as an ABR Loan.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) that, by reason of circumstances affecting the relevant market, (i) adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or Period or (bii) deposits (whether in U.S. Dollars or a Foreign Currency) are not being offered to banks in the Administrative Agent shall have received notice from the Majority Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Rate determined or to be determined applicable offshore interbank market for such currency for the applicable amount and Interest Period will not adequately and fairly reflect the cost to of such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest PeriodEurocurrency Loan, the Administrative Agent shall give telecopy or telephonic written notice thereof to the Borrower Airgas and the affected Lenders as soon as practicable thereafter. If such notice is given given, the applicable Borrower may revoke any pending request for a borrowing of, conversion to or extension of Eurocurrency Loans in the affected currency or currencies or, failing that and until such time as such notice has been withdrawn by the Agent, (wA) in the case of Eurocurrency Loans of Airgas that are denominated in U.S. Dollars, (x) any Eurodollar such Eurocurrency Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period U.S. Base Rate Loans and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar or extended as Eurocurrency Loans shall be continued converted to or extended as ABR LoansU.S. Base Rate Loans and (B) in the case of (1) Eurocurrency Loans of a Foreign Borrower that are denominated in U.S. Dollars or (2) any Eurocurrency Loans that are denominated in a Foreign Currency, (yx) any outstanding Eurodollar such Eurocurrency Loans shall requested to be converted, made on the first day of such Interest PeriodPeriod shall be made (assuming that the circumstances described in clause (ii) immediately above have not occurred) bearing interest at such rate as the Agent and the applicable Borrower shall agree adequately reflects the cost to the Foreign Currency Lenders of making such Loans, to ABR Loans and (zy) any Multicurrency Loans that were to which such Interest Period relates shall be repaid on have been extended as of the first day of such Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans Period shall be made extended (assuming that the circumstances described in clause (ii) immediately above have not occurred) bearing interest at such rate as the Agent and the applicable Borrower shall agree adequately reflects the cost to the Foreign Currency Lenders of maintaining such Loans and (z) if the circumstances described in clause (ii) immediately above have occurred, then any request for a borrowing in such currency shall be ineffective and any outstanding Loans denominated in such currency shall be repaid in full at the end of the current Interest Period (or continued such earlier time, if any, as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loansrequired by law).

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or with respect to any Eurocurrency Loan (bthe “Affected Eurocurrency Rate”) the Administrative Agent shall have received notice from the Majority Lenders or the Majority Multicurrency LendersBA Rate with respect to any BA Equivalent Loan (the “Affected BA Rate”), as the in each case may be, that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Parent Borrower and the Lenders as soon as practicable thereafter. If such notice is given (wa) any Eurodollar Eurocurrency Loans or Multicurrency Loans, as to be made in Dollars the case may be, rate of interest applicable to which is based on the Affected Eurocurrency Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding (b) any BA Equivalent Loans the provisions rate of subsection 2.2 or 2.14, interest applicable to which is based on the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice Affected BA Rate requested to the Administrative Agent one Business Day prior to be made on the first day of such Interest Period and shall be made as Canadian Prime Rate Loans, (c) any Eurocurrency Loans to be made in a Designated Foreign Currency the Borrower rate of interest applicable to which is based on the Affected Eurocurrency Rate requested to be made on the first day of such Interest Period shall not be subject required to any liability pursuant be made hereunder in such Designated Foreign Currency and, upon receipt of such notice, the Parent Borrower may at its option revoke the pending request for such Eurocurrency Loans or convert such request into a request for ABR Loans to subsection 3.11 with respect be made in Dollars or Canadian Prime Rate Loans to such cancelled requestbe made in Canadian Dollars, (xd) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar or continued as Eurocurrency Loans in Dollars the rate of interest applicable to which is based upon the Affected Eurocurrency Rate shall be converted to or continued as ABR Loans, (ye) any outstanding Eurodollar Loans shall be converted, that were to have been converted on the first day of such Interest PeriodPeriod to or continued as BA Rate Loans the rate of interest applicable to which is based upon the Affected BA Rate shall be converted to or continued as Canadian Prime Rate Loans, to ABR Loans and (zf) any Multicurrency Eurocurrency Loans denominated in Euro that were to have been continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate shall (at the option of the Parent Borrower) remain outstanding, and shall bear interest at an alternate rate which reflects, as to each Lender, such Interest Period relates shall be repaid on the first day Lender’s cost of funding such Interest Period. Until such notice has been withdrawn Eurocurrency Loans, as reasonably determined by the Administrative Agent, no further Eurodollar plus the Applicable Margin hereunder, and (g) any outstanding Eurocurrency Loans or Multicurrency Loans shall be made or denominated in Sterling that were to have been continued as suchEurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate shall (at the option of the Parent Borrower) remain outstanding, nor and shall bear interest at an alternate rate which reflects, as to each Lender, such Lender’s cost of funding such Eurocurrency Loans, as reasonably determined by the Borrower have Administrative Agent, plus the right to convert ABR Loans to Eurodollar LoansApplicable Margin hereunder.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Eurocurrency Rate Rate, as the case may be, for such Interest Period, or (b) the Administrative Agent shall have has received notice from the Majority Lenders that the Eurodollar Rate or the Majority Multicurrency LendersEurocurrency Rate, as the case may be, that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Eurodollar Loans or Multicurrency Loans, as the case may be, during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the U.S. Borrower and the Lenders as soon as practicable thereafter. If such notice is given (wi) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xii) any Revolving Credit Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as ABR Loans, (yiii) any outstanding Eurodollar Loans shall be converted, converted on the first day of such Interest Period, Period to ABR Loans and (ziv) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the U.S. Borrower have the right to convert ABR Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or, (b) the Administrative Agent shall have received notice from the Majority Facility Lenders or in respect of the Majority Multicurrency Lenders, as the case may be, relevant Facility that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, or (c) the Administrative Agent determines (which determination shall be conclusive and binding upon the Borrower and the Subsidiary Borrowers) that deposits in the applicable currency are not generally available, or cannot be obtained by the Lenders, in the applicable market (any Foreign Currency affected by the circumstances described in Section 4.7(a), (b) or (c) is referred to as an “Affected Foreign Currency”), the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (wy) pursuant to clause (a) or (b) of this Section 4.7 in respect of Eurodollar Loans denominated in Dollars, then (i) any Eurodollar Loans or Multicurrency Loans, as the case may be, denominated in Dollars requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xii) any Base Rate Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans denominated in Dollars shall be continued as ABR Loans, Base Rate Loans and (yiii) any outstanding Eurodollar Loans denominated in Dollars shall be converted, on the last day of the then-current Interest Period, to Base Rate Loans and (z) in respect of any Foreign Currency Fronting Loans, then (i) any such Foreign Currency Fronting Loans in an Affected Foreign Currency requested to be made on the first day of such Interest Period, to ABR Loans Period shall not be made and (zii) any Multicurrency such outstanding Foreign Currency Fronting Loans to which such Interest Period relates in an Affected Foreign Currency shall be repaid due and payable on the first day of such Interest Period. Until such relevant notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans denominated in Dollars or Multicurrency Foreign Currency Fronting Loans in an Affected Foreign Currency shall be made or continued as such, nor shall the Borrower have the right to convert ABR Base Rate Loans to Eurodollar LoansLoans denominated in Dollars.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) In the event that the Administrative Agent or the relevant Fronting Lender shall have determined (which determination determination, in the absence of manifest error, shall be conclusive and binding upon the each Borrower) that, that by reason of circumstances affecting the relevant interbank eurocurrency market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or any relevant Eurocurrency Rate for any Interest Period with respect to (i) any proposed Loan that the relevant Borrower has requested be made as Eurodollar Loans or Eurocurrency Loans, (ii) a Eurodollar Loan that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans, (iv) a Eurocurrency Loan that will result from the requested conversion of all or part of the Local Rate Loans in any Denomination Currency into Eurocurrency Loans, (v) the continuation of a Eurodollar Loan or a Eurocurrency Loan as such for an additional Interest PeriodPeriod (any such Loan described in clauses (i), or(ii), (iii), (iv) or (v) of this subsection 10.9 (ba) being herein called an "Affected Loan"), the Administrative Agent shall have received notice from the Majority Lenders or the Majority Multicurrency relevant Fronting Lender (as the case may be) shall forthwith give telecopy or telephonic notice of such determination, confirmed in writing, to the relevant Borrower (with a copy to the Company, the Administrative Agent and any affected Lenders) at least two Business Days prior to, as the case may be, the borrowing date for such Eurodollar Loan or Eurocurrency Loan, the conversion date for such Alternate Base Rate Loan or Local Rate Loan or the last day of the Interest Period applicable to such Eurodollar Loan or Eurocurrency Loan. Unless the relevant Borrower shall have notified the Administrative Agent (in the case of any Syndicated Loan), the relevant Local Fronting Lender (in the case of any Local Loan) or the Administrative Agent and the relevant Acquisition Fronting Lender (in the case of any Fronted Acquisition Loan) promptly upon receipt of such telecopy or telephonic notice that it wishes to rescind or modify its request regarding such Affected Loans, then, as the case may be, (x) any requested Eurodollar Loan shall be made as an Alternate Base Rate Loan, continued as an Alternate Base Rate Loan or converted into an Alternate Base Rate Loan, (y) any requested Acquisition Loan which is a Eurocurrency Loan shall be converted into an Alternate Base Rate Loan in accordance with the provisions of subsection 10.19 or (z) any requested Local Loan which is a Eurocurrency Loan shall be made as a Local Rate Loan, continued as a Local Rate Loan or converted into a Local Rate Loan. Until any such notice has been withdrawn by the Administrative Agent or the relevant Fronting Lender, as the case may be, no further Affected Loans shall be made. (b) In the event that the Lenders holding the majority of the relevant Commitment determine that the rates quoted by the Eurocurrency Rate determined or to be determined for such Interest Period will Reference Lenders do not adequately and fairly accurately reflect the cost to such Lenders (as conclusively certified by such Lenders) them of making or maintaining their affected any Syndicated Loans during such Interest Periodthat a Borrower has requested that they make or maintain as, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (w) any convert to, Eurodollar Loans or Multicurrency Eurocurrency Loans, as the case may be, requested to be made on the first day Administrative Agent shall forthwith give telecopy or telephonic notice of such determination to such Borrower (with a copy to the Company, to the extent that the Company is not such Borrower) on or before the requested borrowing, conversion or continuation date for such Syndicated Loans or the next succeeding Interest Period with respect thereto. Unless the relevant Borrower shall have notified the Administrative Agent promptly after receipt of such telecopy or telephonic notice that it wishes to rescind or modify its borrowing request, then (i) any such Eurodollar Loans shall be made as ABR Loans, provided, that, notwithstanding or converted to Alternate Base Rate Loans and (ii) any such Syndicated Acquisition Loans which are Eurocurrency Loans shall be converted into Alternate Base Rate Loans in accordance with the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (x) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, (y) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans10.19.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: (a) , the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or with respect to any Eurocurrency Loan (bthe “Affected Eurocurrency Rate”) the Administrative Agent shall have received notice from the Majority Lenders or the Majority Multicurrency LendersBA Rate with respect to any BA Equivalent Loan (the “Affected BA Rate”), as the in each case may be, that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Parent Borrower and the Lenders as soon as practicable thereafter. If such notice is given (wa) any Eurodollar Eurocurrency Loans or Multicurrency Loans, as to be made in Dollars the case may be, rate of interest applicable to which is based on the Affected Eurocurrency Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding (b) any BA Equivalent Loans the provisions rate of subsection 2.2 or 2.14, interest applicable to which is based on the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice Affected BA Rate requested to the Administrative Agent one Business Day prior to be made on the first day of such Interest Period and shall be made as Canadian Prime Rate Loans, (c) any Eurocurrency Loans to be made in a Designated Foreign Currency the Borrower rate of interest applicable to which is based on the Affected Eurocurrency Rate requested to be made on the first day of such Interest Period shall not be subject required to any liability pursuant be made hereunder in such Designated Foreign Currency and, upon receipt of such notice, the Parent Borrower may at its option revoke the pending request for such Eurocurrency Loans or convert such request into a request for ABR Loans to subsection 3.11 with respect be made in Dollars or Canadian Prime Rate Loans to such cancelled requestbe made in Canadian Dollars, (xd) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar or continued as Eurocurrency Loans in Dollars the rate of interest applicable to which is based upon the Affected Eurocurrency Rate shall be converted to or continued as ABR Loans, (ye) any outstanding Eurodollar Loans shall be converted, that were to have been converted on the first day of such Interest Period, Period to ABR or continued as BA Rate Loans the rate of interest applicable to which is based upon the Affected BA Rate shall be converted to or continued as Canadian Prime Rate Loans and (zf) any Multicurrency Eurocurrency Loans denominated in Euro that were to have been continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate shall (at the option of the Parent Borrower) remain outstanding, and shall bear interest at an alternate rate which reflects, as to each Lender, such Interest Period relates shall be repaid on the first day Lender’s cost of funding such Interest Period. Until such notice has been withdrawn Eurocurrency Loans, as reasonably determined by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall plus the Borrower have the right to convert ABR Loans to Eurodollar LoansApplicable Margin hereunder.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or, (b) the Administrative Agent shall have received notice from the Majority Required Lenders or the Majority Required Multicurrency Lenders, as the case may be, that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such the relevant Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, or (c) the Administrative Agent determines (which determination shall be conclusive and binding upon the Borrowers) that deposits in the applicable currency are not generally available, or cannot be obtained by the relevant Lenders, in the applicable market (any Foreign Currency affected by the circumstances described in clause (a), (b) or (c) is referred to as an “Affected Foreign Currency”), the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower Borrowers and the relevant Lenders as soon as practicable thereafter. If such notice is given (wy) pursuant to clause (a) or (b) of this Section 2.22 in respect of Eurocurrency Loans denominated in Dollars, then (i) any Eurodollar Eurocurrency Loans or Multicurrency Loans, as the case may be, denominated in Dollars requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xii) any ABR Loans that were to have been converted on the first day of such Interest Period to Eurodollar Eurocurrency Loans denominated in Dollars shall be continued as ABR Loans, Loans and (yiii) any outstanding Eurodollar Eurocurrency Loans denominated in Dollars shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (z) in respect of any Multicurrency Loans, then (i) any Multicurrency Loans in an Affected Foreign Currency requested to which be made on the first day of such Interest Period relates shall not be made and (ii) any outstanding Multicurrency Loans in an Affected Foreign Currency shall be repaid due and payable on the first day of such Interest Period. Until such relevant notice has been withdrawn by the Administrative Agent, no further Eurodollar Eurocurrency Loans denominated in Dollars or Multicurrency Loans in an Affected Foreign Currency shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar LoansEurocurrency Loans denominated in Dollars.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: (ai) the Administrative Agent shall have determined (which determination determination, in the absence of manifest error, shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Required Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, (Credit Agreement) the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (wx) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding Loans (PROVIDED that prior to 1:00 p.m. on the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to preceding the first day of such Interest Period and the Borrower may revoke its notice of borrowing, in which case no such Loans shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled requestmade), (xy) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be converted to or continued as ABR Loans, (y) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to ABR Loans and (z) any Multicurrency outstanding Eurodollar Loans that were to which be continued as such Interest Period relates shall be repaid on the first day of for such Interest Period, shall be converted on such first day to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans. The Administrative Agent agrees to withdraw any such notice as soon as reasonably practicable after the Administrative Agent is notified of a change in circumstances which makes such notice inapplicable. (b) If prior to the first day of any Interest Period of nine months or more in length, the Administrative Agent shall have received notice from any Lender that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lender (as conclusively certified by such Lender) of making or maintaining its affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given, subject to the provisions hereof in subsections 2.2 or 4.2 (as the case may be) and 6.4 allowing the Borrower to select Interest Periods of a different length, (x) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans (PROVIDED that prior to 1:00 pm. on the Business Day preceding the first day of such Interest Period the Borrower may revoke its notice of borrowing, in which case no such Loans shall be made), (y) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans for such Interest Period shall be converted to or continued as ABR Loans and (z) any outstanding Eurodollar Loans that were to be continued as such for such Interest Period shall be converted, on the first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by such Lender (which each Lender agrees to do when the circumstances that prompted the delivery of such notice no longer exist), no further Eurodollar Loans having an Interest Period of nine months or more shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans having an Interest Period of nine months or more.

Inability to Determine Interest Rate. If prior to the -------------------------------------------------- first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) that, by reason of circumstances affecting the relevant marketmarket generally, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Eurocurrency Rate with respect to the currency in which a Loan or a requested Loan is denominated (the "Affected Currency"), as the case may be, for such Interest Period, oror ----------------- (b) the Administrative Agent shall have has received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurodollar Rate or the Majority Multicurrency LendersEurocurrency Rate, as the case may be, that the Eurocurrency Rate determined or to be determined with respect to the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Eurodollar Loans or Multicurrency Revolving Credit Loans, as the case may be, during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower Company and the Lenders as soon as practicable thereafter. If such notice is given (wi) any Eurodollar Loans or Multicurrency Revolving Credit Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans in Dollars, (ii) any US$ Revolving Credit Loans, providedSupplemental Revolving Credit Loans, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan Additional US$ Revolving Credit Loans or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (x) any Revolving Credit Loans denominated in Dollars that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as ABR Base Rate Loans, (yiii) any outstanding Eurodollar Loans shall be converted, converted on the first day of such Interest Period, Period to ABR Base Rate Loans and (ziv) any Multicurrency Revolving Credit Loans denominated in any Available Foreign Currency to which such Interest Period relates shall be repaid on the first day of such Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Revolving Credit Loans shall be made or continued as such, nor shall the Borrower Company have the right to convert ABR Base Rate Loans to Eurodollar Loans, as the case may be, provided that Loans may continue -------- to be made, converted or continued, as the case may be, in Dollars or Available Foreign Currencies other than the Affected Currency.

Inability to Determine Interest Rate. If (a) In the event that prior to the first day of any Interest Period, prior to the borrowing of any ▇▇▇▇▇ ▇▇▇▇▇ or at any time that ▇▇▇▇▇ ▇▇▇▇▇ are outstanding: (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerCompany) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency LIBORTerm Benchmark Rate for such Interest PeriodPeriod or ▇▇▇▇▇, or (bii) the Administrative Agent shall have received notice from the Majority Lenders or the Majority Multicurrency Lenders, as the case may be, Banks that the Eurocurrency LIBORTerm Benchmark Rate determined or to be determined for such Interest Period Period, or ▇▇▇▇▇, as applicable, will not adequately and fairly reflect the cost to such Lenders Banks (as conclusively certified by such Lenders▇▇▇▇▇) of making or maintaining their affected Loans during such Interest Period, then the Administrative Agent shall give telecopy or telephonic (confirmed in writing) notice thereof to the Borrower Company and the Lenders Banks as soon as practicable thereafter. If such notice is given (wwv) any Eurodollar all affected Foreign Currency Loans requested to be made on the first day of such Interest Period shall be made, at the sole option of the Company, in Dollars as Base Rate Loans or Multicurrency Loanssuch request shall be cancelled, as the case may be, (xw) all LIBORTerm SOFR Loans denominated in Dollars requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xyx) any all Loans that were to have been converted on the first day of such Interest Period to Eurodollar LIBORTerm SOFR Loans shall be converted to or continued as ABR LoansBase Rate Loans in Dollars and, (yzy) any outstanding Eurodollar all Loans shall be converted, that pursuant to subsection 2.7(b) were to have been continued on the first day of such Interest Period, Period as LIBORTerm Benchmark Loans shall be converted to ABR Base Rate Loans in Dollars and (z) any Multicurrency all ▇▇▇▇▇ Loans shall bear interest at the Central Bank Rate plus the Applicable Margin applicable to which such Interest Period relates shall be repaid on the first day of such Interest Period▇▇▇▇▇ Loans. Until such notice has been withdrawn by the Administrative AgentAgent or the Majority Banks, as the case may be, no further Eurodollar LIBORTerm Benchmark Loans or Multicurrency ▇▇▇▇▇ Loans shall be made or continued as such, nor shall the Borrower Company have the right to convert ABR Loans to Eurodollar LIBORTerm SOFR Loans.

Inability to Determine Interest Rate. If (a) Subject to the provisions of Section 2.13(b), if prior to the first day of any Interest Period: (ai) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Required Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (wx) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Base Rate Loans and (yz) any outstanding Eurodollar Loans shall be converted, on the first last day of such the then current Interest PeriodPeriod with respect thereto, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodBase Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans. (b) Notwithstanding the foregoing or anything to the contrary in this Agreement or any other Loan Document, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Required Lenders notify the Administrative Agent (with a copy to the Borrower) that the Required Lenders have determined, that any one or more of the following (each, a “Benchmark Transition Event”) has occurred: (i) the circumstances set forth in Section 2.13(a)(i) or (ii) have arisen (including, without limitation, a public statement or publication of information by the regulatory supervisor for the administrator of LIBOR described in clause (ii) of this Section 2.13(b) announcing that LIBOR is no longer representative) and such circumstances are unlikely to be temporary, (ii) ICE Benchmark Administration (or any Person that has taken over the administration of LIBOR for deposits in Dollars that is acceptable to the Administrative Agent) discontinues its administration and publication of LIBOR for deposits in Dollars, (iii) a public statement or publication of information by or on behalf of the administrator of LIBOR described in clause (ii) of this Section 2.13(b) announcing that such administrator has ceased or will cease as of a specific date to provide LIBOR (permanently or indefinitely); provided that, at the time of such statement, there is no successor administrator that is acceptable to the Administrative Agent that will continue to provide LIBOR after such specified date, (iv) a public statement by the supervisor for the administrator of LIBOR described in clause (ii) of this Section 2.13(b), the U.S. Federal Reserve System, an insolvency official with jurisdiction over such administrator for LIBOR, a resolution authority with jurisdiction over such administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over such administrator for LIBOR, which states that such administrator of LIBOR has ceased or will cease as of a specific date to provide LIBOR (permanently or indefinitely); provided that, at the time of such statement or publication, there is no successor administrator that is acceptable to the Administrative Agent that will continue to provide LIBOR after such specified date; or (v) syndicated credit facilities substantially similar to the credit facilities under this Agreement being executed at such time, or that include language substantially similar to that contained in this Section 2.13(b), are being executed or amended, as the case may be, to incorporate or adopt a new benchmark interest rate to replace LIBOR for deposits in Dollars, then the Administrative Agent and the Borrower may amend this Agreement to replace the Eurodollar Base Rate with a Benchmark Replacement. Notwithstanding anything to the contrary in Section 10.2, any such amendment with respect to a Benchmark Transition Event (A) pursuant to any of clauses (i) through (iv) of this Section 2.13(b) will become effective without any further action or consent of any other party to this Agreement at 5:00 P.M. (New York City time) on the fifth Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders or (B) pursuant to clause (v) of this Section 2.13(b), will become effective without any further action or consent of any other party to this Agreement on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment; provided that, if the notice of a Benchmark Trigger Event pursuant to clause (v) has been provided by the Required Lenders and not the Administrative Agent and such notice specifies the Benchmark Replacement, then the Lenders comprising the Required Lenders shall be deemed to have accepted such amendment on the date such amendment has been posted by the Administrative Agent to all Lenders. No replacement of LIBOR with a Benchmark Replacement pursuant to this Section 2.13(b) will occur prior to the date set forth in the applicable amendment. In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement. The Administrative Agent will promptly notify the Borrower and the Lenders of (1) any occurrence of a Benchmark Transition Event (other than pursuant to clause (v) of this Section 2.13(b)), (2) the implementation of any Benchmark Replacement, (3) the effectiveness of any Benchmark Replacement Conforming Changes and (4) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 2.13(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.13(b). Upon notice to the Borrower by the Administrative Agent in accordance with Section 10.1 of the commencement of a Benchmark Unavailability Period and until a Benchmark Replacement is determined in accordance with this Section 2.13(b), (A) any request pursuant to Section 2.9 that requests the conversion of any Loan to, or continuation of any Loan as, a Eurodollar Loan may be revoked by the Borrower and if not revoked shall be ineffective and any such Loan shall be continued as or converted to, as the case may be, a Base Rate Loan, and (B) if any request pursuant to Section 2.9 requests a Eurodollar Loan, such request may be revoked by the Borrower and if not revoked such Loan shall be made as a Base Rate Loan. During any Benchmark Unavailability Period, the component of the Base Rate based upon the Eurodollar Rate will not be used in any determination of the Base Rate.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive presumptively correct and binding upon the BorrowerBorrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for an applicable currency for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Required Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Rate for a currency determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower Company and the relevant Lenders as soon as practicable thereafter. If such notice is given (w) any Eurodollar Eurocurrency Loans or Multicurrency Loans, as the case may be, denominated in Dollars requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (x) any Loans denominated in Dollars that were to have been converted on the first day of such Interest Period to Eurodollar Eurocurrency Loans shall be continued as ABR Loans, (y) any outstanding Eurodollar Eurocurrency Loans denominated in Dollars shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (z) any Multicurrency Eurocurrency Loans to which such Interest Period relates denominated in the affected Alternative Currency may not be continued and shall be repaid on the first last day of such the current Interest Period; provided that (i) if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Types of Borrowings shall be permitted and (ii) if the circumstances giving rise to such notice affect only one currency, then Borrowings in other permitted currencies shall be permitted. Until such notice has been withdrawn by the Administrative AgentAgent (which the Administrative Agent shall do promptly after the circumstances giving rise to such event no longer exist), no further Eurodollar Eurocurrency Loans or Multicurrency Loans of the affected Type shall be made or continued as such, nor shall the Borrower Borrowers have the right to convert ABR Loans to Eurodollar such Type of Eurocurrency Loans.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: (a) , the Administrative Agent or the Required Lenders shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, orthe (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 2.17(a)(i) or (ii) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 2.17(a)(i) or (ii) have not arisen but the supervisor for the administrator of the LIBOR reporting system or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans, then Administrative Agent and Borrower shall endeavor to establish an alternate rate of interest to LIBOR that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable; provided that if such alternate rate of interest shall be less than 1.0%, such rate shall be deemed to be 1.0% for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 10.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received received, within five (5) Business Days of the date notice of such alternative rate of interest is provided to the Lenders, a written notice from the Majority Required Lenders or the Majority Multicurrency Lenders, as stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but in the case may beof the circumstances described in clause (ii) of the first sentence of this Section 2.17(b), only to the extent that the Eurocurrency Rate determined or to be determined LIBOR for such Interest Period will is not adequately and fairly reflect the cost to available or published at such Lenders time on a current basis), (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (wx) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (x) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, (y) any outstanding Eurodollar Loans shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans.

Inability to Determine Interest Rate. (a) The following provisions in this clause (a) apply with respect to with respect to Term B-1 Loans and Term B-2 Loans. If prior to the first day of any Interest Period: Period:[Reserved] (a1) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or or (b2) the Administrative Agent shall have received notice from the Majority Facility Lenders or the Majority Multicurrency Lenders, as the case may be, in respect of any Class of Loans that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given given, (wx) any Eurodollar Loans or Multicurrency Loans, as of the case may be, relevant Class requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any Loans of the relevant Class that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Eurodollar Loans of the relevant Class shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodLoans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans of the relevant Class shall be made or continued as such, nor shall the Borrower have the right to convert Loans of the relevant Class to Eurodollar Loans. 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 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 the LIBOR Screen Rate 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 the Eurodollar Base Rate or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “LIBOR 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 the Eurodollar Base Rate, 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 - 53- (b) The following provisions in this clause (b) apply with respect to all Loans (other than Term B-1 Loans and Term B-2 Loans): (1) If in connection with any request for a Term SOFR Loan or a conversion of ABR Loans to Eurodollar 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 2.14(b)(1), and the circumstances under clause (i) of Section 2.14(b)(1) or the Scheduled Unavailability Date has occurred, or (B) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed ABR Loan, or (ii) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan (in the case of the Required Lenders, as conclusively certified by such Lenders), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Term SOFR Loans, or to convert ABR Loans to Term SOFR Loans, shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 2.14(b)(1), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent of the affected Term - 54- SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of ABR Loans in the amount specified therein and (ii) any outstanding Term SOFR Loans shall be deemed to have been converted to ABR Loans immediately at the end of their respective applicable Interest Period. (c) Replacement of Term SOFR or Successor Rate. 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 Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (1) adequate and reasonable means do not exist for ascertaining one month, three month and six month interest periods of Term SOFR, including, without limitation, because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (2) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available, or permitted to be used for determining the interest rate 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 that is satisfactory to the Administrative Agent, 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 SOFR Screen Rate are no longer available permanently or indefinitely, the “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent and the Borrower (any such date, the “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any Loan Document with Daily Simple SOFR for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “Successor Rate). If the Successor Rate is Daily Simple SOFR, all interest payments will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (i) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, or (ii) if the events or circumstances of the type described in Section 2.14(c)(1) or (2) have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.14(c) 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 similar U.S. dollar denominated credit facilities syndicated and agented in the United States for such alternative benchmark and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to - 55-

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: (a) , the Administrative Agent or the Required Lenders shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (i) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (ii) adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or or (biii) the Administrative Agent shall have received notice from the Majority Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (i), (ii) or (iii), the Administrative Agent shall give telecopy or telephonic notice thereof to promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereafter. If Any such notice is given determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (wx) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Eurodollar Loans shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodLoans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans. (b) If at any time the Administrative Agent or the Required Lenders determine (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 2.13(a)(i) or (ii) have arisen and such circumstances are unlikely to be temporary, or (ii) the circumstances set forth in Section 2.13(a)(i) or (ii) have not arisen but the supervisor for the administrator of the LIBOR reporting system or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans, then Administrative Agent and Borrower shall endeavor to establish an alternate rate of interest to LIBOR that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable; provided that if such alternate rate of interest shall be less than the floor rate (as set forth in the definition of Eurodollar Base Rate), such rate shall be deemed to be the floor rate (as set forth in the definition of Eurodollar Base Rate) for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 10.1, such amendment shall become effective at 5:00 p.m. Pacific time on the fifth (5th) Business Day after the Administrative Agent has provided such amendment to all Lenders, so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.13(b), only to the extent that LIBOR for such Interest Period is not available or published at such time on a current basis), (x) any Eurodollar Loans requested to be made shall be made as ABR Loans, and (y) any outstanding Eurodollar Loans shall be converted, on the last day of the then-current Interest Period, to ABR Loans.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon on the BorrowerBorrowers) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate, EURIBOR Rate or Applicable Index Rate, as applicable (including because the Screen Rate, EURIBOR Screen Rate or Index Screen Rate, as applicable, is not available or published on a current basis), for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Required Lenders that the Eurodollar Rate or the Majority Multicurrency LendersEURIBOR Rate, as the case may beapplicable, that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as soon promptly as practicable thereafter. If such notice is given (wx) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any EURIBOR Loans that were requested to have been converted be made on the first day of such Interest Period to Eurodollar Loans shall not be continued as ABR Loans, made and (yz) any outstanding Eurodollar Loans shall be convertedthat, on the first day of such Interest Period, were to have been converted to or continued as Eurodollar Loans or Index Rate Competitive Loans, as applicable, shall be continued as or converted to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest Periodor Fixed Rate Competitive Loans, as applicable. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans EURIBOR Loans, as applicable, shall be made or continued as such, nor shall the any Borrower have the right to convert ABR Loans or Fixed Rate Competitive Loans, as applicable, to Eurodollar Loans or Index Rate Competitive Loans, as applicable. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error and shall be communicated promptly to the Borrowers) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of the Screen Rate, EURIBOR Screen Rate or Index Screen Rate, as applicable, has made a public statement that the administrator of the Screen Rate, EURIBOR Screen Rate or Index Screen Rate, as applicable, is insolvent (and there is no successor administrator that will continue publication of the Screen Rate, EURIBOR Screen Rate or Index Screen Rate, as applicable), (x) the administrator of the Screen Rate, EURIBOR Screen Rate or Index Screen Rate, as applicable has made a public statement identifying a specific date after which the Screen Rate, EURIBOR Screen Rate or Index Screen Rate, as applicable will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the Screen Rate, EURIBOR Screen Rate or Index Screen Rate, as applicable), (y) the supervisor for the administrator of the Screen Rate, EURIBOR Screen Rate or Index Screen Rate, as applicable, has made a public statement identifying a specific date after which the Screen Rate, EURIBOR Screen Rate or Index Screen Rate, as applicable will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the Screen Rate, EURIBOR Screen Rate or Index Screen Rate, as applicable or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate, EURIBOR Screen Rate or Index Screen Rate, as applicable may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrowers shall endeavor in good faith to establish an alternate rate of interest to the Eurodollar Rate, EURIBOR Rate or Applicable Index Rate, as applicable, 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 a mutually satisfactory amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be necessary or appropriate to give effect to such new rate of interest (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 11.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date the notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. If an alternate rate of interest is to be established in accordance with this clause (b), then until such new rate of interest is established (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.14(b), only to the extent the Screen Rate, EURIBOR Screen Rate or Index Screen Rate, as applicable for such Interest Period is not available or published at such time on a current basis), (x) any conversion notice that requests the conversion of any Revolving Credit Loan to, or continuation of any Revolving Credit Loan as, a Eurodollar Loan shall be ineffective, (y) if any borrowing request requests a Eurodollar Loan, such borrowing shall be made as an ABR Loan and (z) any request for an Index Rate Competitive Loan or a EURIBOR Loan shall be ineffective.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined in it reasonable judgment (which determination shall be conclusive and binding upon the Borrower and any Subsidiary Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders or in respect of the Majority Multicurrency Lenders, as the case may be, relevant Facility that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, (c) the Administrative Agent determines (which determination shall be conclusive and binding upon the Borrower and any Subsidiary Borrower) that deposits in the applicable currency are not generally available, or cannot be obtained by the relevant Lenders, in the applicable market (any Foreign Currency affected by the circumstances described in clause (a), (b) or (c) is referred to as an “Affected Foreign Currency”), the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower, any Subsidiary Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) pursuant to clause (a) or (b) of this Section 2.16 in respect of Eurodollar Loans denominated in Dollars, then (i) any Eurodollar Loans or Multicurrency Loans, as under the case may be, relevant Facility denominated in Dollars requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xii) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans denominated in Dollars shall be continued as ABR Loans, Loans and (yiii) any outstanding Eurodollar Loans under the relevant Facility denominated in Dollars shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (zy) in respect of any Multicurrency Loans, then (i) any Multicurrency Loans in an Affected Foreign Currency requested to which be made on the first day of such Interest Period relates shall not be made and (ii) any outstanding Multicurrency Loans in an Affected Foreign Currency shall be repaid due and payable on the first day of such Interest Period. Until such relevant notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility denominated in Dollars or Multicurrency Loans in an Affected Foreign Currency shall be made or continued as such, nor shall the Borrower or any Subsidiary Borrower have the right to convert ABR Loans under the relevant Facility to Eurodollar LoansLoans denominated in Dollars. The Administrative Agent shall withdraw such notice upon its determination that the event or events which gave rise to such notice no longer exist.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (w) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (x) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, (y) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Applicable Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Applicable Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurocurrency 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 and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in subsection 13.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Majority Lenders stating that such Majority Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this subsection 3.6(b), only to the extent the Applicable Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any notice pursuant to subsection 3.2 that requests the conversion of any Loan to, or continuation of any Loan as, a Eurodollar Loan shall be ineffective and (y) if any notice pursuant to subsection 2.2 or 3.2 requests a Eurodollar Loan, such Loan shall be made as an ABR Loan.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined in it reasonable judgment (which determination shall be conclusive and binding upon the Borrower and any Subsidiary Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Required Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Revolving Loans during such Interest Period, (c) the Administrative Agent determines (which determination shall be conclusive and binding upon the Borrower and any Subsidiary Borrower) that deposits in the applicable currency are not generally available, or cannot be obtained by the relevant Lenders, in the applicable market (any Foreign Currency affected by the circumstances described in clause (a), (b) or (c) is referred to as an “Affected Foreign Currency”), the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower, any Subsidiary Borrower and the Lenders as soon as practicable thereafter. If such notice is given (wx) pursuant to clause (a) or (b) of this Section 2.13 in respect of Eurodollar Loans denominated in Dollars, then (i) any Eurodollar Loans or Multicurrency Loans, as the case may be, denominated in Dollars requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xii) any ABR Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans denominated in Dollars shall be continued as ABR Loans, Loans and (yiii) any outstanding Eurodollar Loans denominated in Dollars shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (zy) in respect of any Multicurrency Loans, then (i) any Multicurrency Loans in an Affected Foreign Currency requested to which be made on the first day of such Interest Period relates shall not be made and (ii) any outstanding Multicurrency Loans in an Affected Foreign Currency shall be repaid due and payable on the first day of such Interest Period. Until such relevant notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans denominated in Dollars or Multicurrency Loans in an Affected Foreign Currency shall be made or continued as such, nor shall the Borrower or any Subsidiary Borrower have the right to convert ABR Loans to Eurodollar LoansLoans denominated in Dollars. The Administrative Agent shall withdraw such notice upon its determination that the event or events which gave rise to such notice no longer exist.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowerabsent manifest error) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Base Rate or the Eurodollar Rate, as applicable, for a Loan for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Required Lenders that the Eurodollar Base Rate or the Majority Multicurrency LendersEurodollar Rate, as the case may beapplicable, that the Eurocurrency Rate determined or to be determined for a Loan for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy facsimile or telephonic e-mail notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Eurodollar Loans shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodLoans. Until such notice has been withdrawn by the Administrative AgentAgent (which notification shall be made promptly after the Administrative Agent obtains knowledge of the cessation of the circumstances referenced in clause (i) or receives notice from the Required Lenders of the cessation of the circumstances referenced in clause (ii) above), no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert Loans to Eurodollar Loans. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of the London interbank offered rate has made a public statement that the administrator of the Screen Rate is insolvent (and there is no successor administrator that will continue publication of the Screen Rate), (x) the administrator of the Screen Rate has made a public statement identifying a specific date after which the Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the Screen Rate), (y) the supervisor for the administrator of the Screen Rate has made a public statement identifying a specific date after which the Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the 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 and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 10.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii)(w), clause (ii)(x) or clause (ii)(y) of the first sentence of this Section 2.16(b), only to the extent the Screen Rate for Dollars and such Interest Period is not available or published at such time on a current basis), (x) any request that requests the conversion of any ABR Loans to Eurodollar Loans, or continuation of any Eurodollar Loans as, a Eurodollar Loan shall be ineffective and any such Eurodollar Loan shall be repaid or converted into an ABR Loan on the last day of the then current Interest Period applicable thereto and (y) if any notice of borrowing requests a Eurodollar Loan, such Loan shall be made as an ABR Loan.

Inability to Determine Interest Rate. If prior to the first day If, in connection with any request for a Eurocurrency Loan of any Interest Period: Class or a conversion to or continuation thereof, (a) the Administrative Agent shall have determined determines (which determination shall be conclusive absent manifest error) that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for such currency for the applicable amount and binding upon the BorrowerInterest Period of such Eurocurrency Loan, or (ii) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining determining the Eurocurrency Rate for such any requested Interest PeriodPeriod with respect to a proposed Eurocurrency Loan (whether in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan, or or (b) the Administrative Agent shall have received notice from determines (or is advised by the Majority Required Class Lenders or of the Majority Multicurrency Lenders, as the case may be, applicable Class) that for any reason the Eurocurrency Rate determined or to be determined for such any requested Interest Period will with respect to a proposed Eurocurrency Loan does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by of funding such Lenders) of making or maintaining their affected Loans during such Interest PeriodEurocurrency Loan, then the Administrative Agent will promptly so notify the relevant Borrower and each Lender of such Class. Thereafter, (x) the obligation of the Lenders of such Class to make or maintain Eurocurrency Loans in the affected currency or currencies shall give telecopy or telephonic notice thereof be suspended (to the Borrower and extent of the Lenders as soon as practicable thereafter. If such notice is given (w) any Eurodollar affected Eurocurrency Loans or Multicurrency LoansInterest Periods) and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate or the Canadian Prime Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate or the Canadian Prime Rate, as the case may be, requested shall be suspended, in each case until the Administrative Agent revokes such notice. Upon receipt of such notice, the relevant Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Eurocurrency Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Loans or Interest Periods) or, failing that, will be deemed to have converted such request with respect to Eurocurrency Loans made or to be made on to (A) the first day US Borrower or the Canadian Borrower and denominated in Dollars, into a request for Base Rate Loans in the amount specified therein; (B) the Canadian Borrower and denominated in Canadian Dollars, into a request for Canadian Prime Rate Loans in the amount specified therein; and (C) any Borrower and denominated in Euros or Sterling or to the UK Borrower and denominated in Dollars, into a request for Loans bearing interest at such rate as the applicable Lenders and the applicable Borrower may agree adequately reflects the costs to such Lenders of making or maintaining their Loans (or, in the absence of such Interest Period shall be made as ABR Loansagreement, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (x) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, (y) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on as of the first last day of such the current Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar LoansPeriod applicable thereto).

Inability to Determine Interest Rate. If prior (a) Subject to clauses (b) through (f) of this subsection 2.10, in the first day of any Interest Periodevent that: (ai) the Administrative Agent shall have determined in its reasonable judgment (which determination shall be conclusive and binding upon the BorrowerCompany) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurocurrency Adjusted Term SOFR Rate or the Term SOFR Rate (including because the Term SOFR Reference Rate is not available or published on a current basis) for such any requested Interest Period, ; or (bii) the Administrative Agent shall have received notice prior to the first day of such Interest Period from Banks constituting the Majority Lenders or the Majority Multicurrency Lenders, as the case may be, Required Banks that the Eurocurrency Rate interest rate determined or pursuant to be determined subsection 2.8(a) for such Interest Period will does not adequately and fairly accurately reflect the cost to such Lenders Banks (as conclusively certified by such LendersBanks) of making or maintaining their affected Loans during such Interest Period, ; then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower Company and the Lenders Banks by telephone, telecopy or electronic mail as soon promptly as practicable thereafter. If thereafter and, until (x) the Agent notifies the Company and the Banks that the circumstances giving rise to such notice is given no longer exist with respect to the relevant Benchmark and (wy) the Company delivers a new interest election request in accordance with the terms of Section 2.7, any Eurodollar interest election request that requests the conversion of any borrowing to, or continuation of any borrowing as, a borrowing of Term Benchmark Loans and any request for a borrowing of Term Benchmark Loans shall instead be deemed to be an interest election request or Multicurrency Loansa request for a borrowing, as applicable, for a borrowing of Alternate Base Rate Loans; provided that if the case may becircumstances giving rise to such notice affect only one Type of borrowings, requested to then all other Types of borrowings shall be made permitted. Furthermore, if any Term Benchmark Loan is outstanding on the first date of the Company’s receipt of the notice from the Agent referred to in this Section 2.10(a) with respect to the Adjusted Term SOFR Rate, then until (x) the Agent notifies the Company and the Banks that the circumstances giving rise to such notice no longer exist with respect to the Adjusted Term SOFR Rate and (y) the Company delivers a new interest election request in accordance with the terms of Section 2.7, any Term Benchmark Loan shall on the last day of such the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Agent to, and shall be made as ABR Loansconstitute, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for an Alternate Base Rate Loan on such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice day. (b) Notwithstanding anything to the Administrative Agent one Business Day contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the first day Reference Time in respect of such Interest Period and any setting of the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled requestthen-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loans that were to have been converted on the first day other Loan Document in respect of such Interest Period to Eurodollar Loans shall be continued as ABR LoansBenchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any outstanding Eurodollar Loans shall be convertedother Loan Document in respect of any Benchmark setting at or after 5:00 P.M., New York City time, on the first day fifth Business Day after the date notice of such Interest PeriodBenchmark Replacement is provided to the Banks without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Agent has not received, by such time, written notice of objection to ABR Loans and such Benchmark Replacement from Banks comprising the Required Banks. (zc) Notwithstanding anything to the contrary herein or in any Multicurrency Loans to which such Interest Period relates shall be repaid on other Loan Document, the first day of such Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower Agent will have the right to convert ABR make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (d) The Agent will promptly notify the Company and the Banks of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Bank (or group of Banks) pursuant to this subsection 2.10, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this subsection 2.10. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (f) Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Company may revoke any request for a borrowing of Term Benchmark Loans, conversion to or continuation of Term Benchmark Loans to Eurodollar be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Company will be deemed to have converted any such request into a request for a borrowing of or conversion to Alternate Base Rate Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Furthermore, if any Term Benchmark Loan is outstanding on the date of the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, then until such time as a Benchmark Replacement is implemented pursuant to this subsection 2.10, then on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), such Loan shall be converted by the Agent to, and shall constitute, an Alternate Base Rate Loan on such day.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Required Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest PeriodPeriod (each of clause (a) and (b), a “Market Disruption Event”), the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Eurodollar Loans shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (z) Loans; provided that, subject to Section 2.15, the Borrower may revoke any Multicurrency Loans pending request for a borrowing of, conversion to which such Interest Period relates shall be repaid on the first day or continuation of such Interest PeriodEurodollar Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans; provided that during any period in which a Market Disruption Event is in effect, the Borrower may request that the Administrative Agent request the Required Lenders to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) the Borrower shall not be permitted to submit any such request more than once in any 30-day period and (B) nothing contained in this Section 2.11 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.11.

Inability to Determine Interest Rate. If prior to the first day ------------------------------------ of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate or the C/D Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Lenders that the Eurodollar Rate or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency C/D Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (wx) any Eurodollar Loans or Multicurrency C/D Rate Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans or C/D Rate Loans, as the case may be, shall be converted to or continued as ABR Loans, (y) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to ABR Loans and (z) any Multicurrency outstanding Eurodollar Loans or C/D Rate Loans, as the case may be, that were to which have been continued as such Interest Period relates on such first day shall be repaid converted on the first such day of such Interest Periodto ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans C/D Rate Loans, as the case may be, shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans or C/D Rate Loans, as the case may be.

Inability to Determine Interest Rate. If (a) If, prior to the first day commencement of any Interest Period: Period for a Eurodollar Loan, (ai)(A) the Administrative Agent shall have determined determines that Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Loan, or (which determination shall be conclusive and binding upon B) subject to the Borrower) that, by reason of circumstances affecting the relevant marketterms set forth in Section 3.7(c), adequate and reasonable means do not exist for ascertaining determining the Eurocurrency Eurodollar Rate for such any requested Interest PeriodPeriod with respect to a proposed Eurodollar Loan or in connection with an existing or proposed ABR Loan (in each case with respect to this clause (i) “Impacted Loans”), or or (bii) the Administrative Agent shall have received notice from the Majority Lenders or the Majority Multicurrency Lenders, as Required Lenders determine that for any reason the case may be, that the Eurocurrency Eurodollar Rate determined or to be determined for such any requested Interest Period with respect to a proposed Eurodollar Loan will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by of funding such Lenders) of making or maintaining their affected Loans during such Interest PeriodEurodollar Loan, the Administrative Agent shall give telecopy or telephonic notice thereof to will promptly so notify the Borrower and each Lender. Until the Administrative Agent notifies the Borrower and the Lenders as soon as practicable thereafter. If that the circumstances giving rise to such notice is given no longer exists, (wx) any the obligation of the Lenders to make or maintain Eurodollar Loans shall be suspended (to the extent of the affected Eurodollar Loans or Multicurrency LoansInterest Periods) and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the ABR, as the case may be, requested to utilization of the Eurodollar Rate component in determining the ABR shall be made on the first day suspended. Upon receipt of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14notice, the Borrower may cancel the revoke any pending request for a borrowing of, conversion to or continuation of Eurodollar Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such Eurodollar request into a request for ABR Loans in the amount specified therein. (b) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (i) of Section 3.7(a), the Borrower and the Administrative Agent shall negotiate in good faith to establish an alternative interest rate for the Impacted Loans, giving due consideration to the then-prevailing market convention (if any) for determining such interest rates for loans denominated in Dollars, 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 (i) of Section 3.7(a), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof. If the Administrative Agent has made the determination described in clause (i) of Section 3.7(a) and either of the events described in clause (2) or (3) of this Section 3.7(b) occur, the Borrower and the Administrative Agent shall negotiate in good faith to establish a second alternative interest rate for the Impacted Loans giving due consideration to the then-prevailing market convention (if any) for determining such interest rates. (c) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent reasonably determines, or Multicurrency Loanthe Borrower or the Required Lenders notify the 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) either (x) the LIBOR Administrator or (y) 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”); or (iii) agreements governing syndicated loans 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 case may beAdministrative Agent and the Borrower shall negotiate in good faith to establish an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), by written notice giving due consideration to any then-prevailing market convention for determining a rate of interest for similar credit facilities denominated in Dollars for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes. Notwithstanding anything to the contrary in Section 10.1, without any further action or consent of any party to this Agreement, 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 one Business Day prior written notice that such Required Lenders do not accept such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with then-prevailing market practice; provided that to the first day of extent such Interest Period 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, the Administrative Agent will promptly so notify the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled requestand each Lender. Thereafter, (x) any Loans that were the obligation of the Lenders to have been converted on the first day of such Interest Period to make or maintain Eurodollar Loans shall be continued as ABR Loanssuspended (to the extent of the affected Eurodollar Loans or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining ABR. Upon receipt of such notice, the Borrower may revoke any outstanding pending request for a Borrowing of, conversion to or continuation of Eurodollar Loans shall be converted, on (to the first day extent of such Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further affected Eurodollar Loans or Multicurrency Loans shall Interest Periods) or, failing that, will be made or continued as such, nor shall the Borrower deemed to have the right to convert converted such request into a request for a Borrowing of ABR Loans (subject to Eurodollar Loansthe foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR 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 Interest Rate. (a) If prior to the first day of any Interest Period: (a) , the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (i) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (ii) adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or or (biii) the Administrative Agent shall have received notice from the Majority Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (i), (ii) or (iii), the Administrative Agent shall give telecopy or telephonic notice thereof to promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereafter. If Any such notice is given determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (wx) any Eurodollar Loans or Multicurrency Loans, as under the case may be, relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodLoans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans under the relevant Facility to Eurodollar Loans. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 2.17(a)(i) or (ii) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 2.17(a)(i) or (ii) have not arisen but the supervisor for the administrator of the LIBOR reporting system or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans, then Administrative Agent and Borrower shall endeavor to establish an alternate rate of interest to LIBOR that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable; provided that if such alternate rate of interest shall be less than 1.00%, such rate shall be deemed to be 1.00% for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 12.7, such amendment shall become effective without any further action or consent of any other party to this Agreement (other than the Administrative Agent and the Borrower) so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternative rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.17(b), only to the extent that LIBOR for such Interest Period is not available or published at such time on a current basis), (x) any Eurodollar Loans requested to be made shall be made as ABR Loans, and (y) any outstanding Eurodollar Loans shall be converted, on the last day of the then-current Interest Period, to ABR Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower, absent manifest error) that, that the Eurodollar Rate cannot be determined by any of the means set forth in the definition of “Eurodollar Rate” or by reason of circumstances affecting the relevant eurodollar market, adequate and reasonable means do quotations of interest rates for the relevant deposits are not exist being provided to JPMorgan in the relevant amount or for ascertaining the Eurocurrency relevant maturities for purposes of determining the Eurodollar Rate for such Interest PeriodPeriod (including because the Screen Rate is not available or published on a current basis), or (bii) the Administrative Agent shall have received notice from the Majority Required Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders, absent manifest error) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy facsimile or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (wx) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any ABR Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to ABR Loans Loans. Each such Lender shall promptly notify the Administrative Agent upon any change in such determination of the adequacies and (z) any Multicurrency Loans fairness of the Eurodollar Rate, and the Administrative Agent shall promptly withdraw its notice to which such Interest Period relates shall be repaid on the first day Borrower following receipt of such Interest Periodnotices from the Required Lenders. Until such notice has been withdrawn withdrawal by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of the Screen Rate has made a public statement that the administrator of the Screen Rate is insolvent (and there is no successor administrator that will continue publication of the Screen Rate), (x) the administrator of the Screen Rate has made a public statement identifying a specific date after which the Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the Screen Rate), (y) the supervisor for the administrator of the Screen Rate has made a public statement identifying a specific date after which the Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar 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 and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 9.01, 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 received, within five Business Days of the date a copy of such amendment is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.10(b), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any interest election request that requests the conversion of any borrowing to, or continuation of any borrowing as, a Eurodollar borrowing shall be ineffective, and (y) if any borrowing request requests a Eurodollar borrowing, such borrowing shall be made as an ABR borrowing; 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.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: (a) , the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate Adjusted LIBOR RateTerm SOFR with respect to any EurocurrencyTerm SOFR Loan (the “Affected Rate”) for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (wa) any Eurodollar EurocurrencyTerm SOFR Loans or Multicurrency Loans, as the case may be, rate of interest applicable to which is based on the Affected Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period Loans and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xb) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar or continued as EurocurrencyTerm SOFR Loans the rate of interest applicable to which is based upon the Affected Rate shall be converted to or continued as ABR Loans. (b) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, this Agreement and the other Loan Documents may be amended to replace the LIBOR RateTerm SOFR (and the Adjusted LIBOR RateTerm SOFR) with a comparable or successor floating rate made available by the Administrative Agent to its customers with syndicated credit facilities of this type (or a successor to such successor rate) either (x) at such time as the Administrative Agent determines that there is a broadly accepted rate for syndicated credit facilities of this type, as agreed between the Administrative Agent and the Borrower (but not, for the avoidance of doubt, any other Lender), in each case in their reasonable discretion, or (y) any outstanding Eurodollar Loans as consented to by the Required Lenders and the Borrower; provided that the consent of the Required Lenders may be obtained through negative consent, which shall be converted, on deemed to be given so long as the first day Lenders are given notice of such Interest Periodamendment and the Required Lenders shall not have objected in writing to the Administrative Agent and the Borrower within five Business Days of the date of such notice; provided, to ABR Loans further, that (i) any such successor rate shall be applied by the Administrative Agent in a manner consistent with market practice and (zii) any Multicurrency Loans to which the extent such Interest Period relates shall be repaid on the first day of such Interest Period. Until such notice has been withdrawn by market practice is not administratively feasible for the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans such successor rate shall be made or continued applied in a manner as suchotherwise reasonably determined by the Administrative Agent in consultation with the Borrower, nor which application shall in no event result in a higher cost of funding than Loans bearing interest at ABR; provided, further, that at the prior written request of the Borrower have or the right Administrative Agent, the Administrative Agent and the Borrower shall negotiate in good faith to convert ABR Loans amend the definition of LIBOR RateTerm SOFR (and Adjusted LIBOR RateTerm SOFR) and the other applicable provisions in this Agreement and the other Loan Documents to Eurodollar Loanspreserve the original intent thereof in light of the foregoing amendments described in this subsection 3.7(b). Notwithstanding any other provision in this Agreement to the contrary (including in Section 10.1), any of the foregoing amendments pursuant to this subsection 3.7(b) shall become effective without any further action or consent of any other party to this Agreement other than as set forth above.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: Period (a) or, as applicable, on any day on which an ABR Loan bearing interest determined by reference to the Eurodollar Rate, is outstanding), the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan, a request for an ABR Loan to bear interest with reference to the Eurodollar Rate, or a conversion to or a continuation of either of the foregoing that, by reason of circumstances affecting the relevant market, (i) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (ii) adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or or (biii) the Administrative Agent shall have received notice from the Majority Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (i), (ii) or (iii), the Administrative Agent shall give telecopy or telephonic notice thereof to promptly notify the Borrower and the relevant US-DOCS\109358599.12 Lenders thereof as soon as practicable thereafter. If Any such notice is given determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (wi) any Eurodollar Loans or Multicurrency Loans, as under the case may be, relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding (ii) any such requested ABR Loans which were to have utilized the provisions of subsection 2.2 or 2.14, Eurodollar Rate component in determining the Borrower may cancel ABR shall not utilize a Eurodollar Rate component in determining the request for ABR applicable to such Eurodollar Loan or Multicurrency requested ABR Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xiii) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Loans and (yiv) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodLoans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans under the relevant Facility to Eurodollar Loans, and the utilization of the Eurodollar Rate component in determining ABR shall be suspended.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency LIBOR Rate for Loans in Euros or one or more Alternate Currencies for such Interest Period, or, (b) the Administrative Agent shall have received notice from the Majority Required Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency LIBOR Rate determined or to be determined for Loans in Euros or one or more Alternate Currencies for such Interest Period will not adequately and fairly reflect the cost to such the Required Lenders (as conclusively certified by such Lenders) of making or maintaining their affected such Loans during such Interest Period, or (c) the Administrative Agent determines (which determination shall be conclusive and binding upon the Borrowers) that deposits in the applicable currency are not generally available, or cannot be obtained by the Lenders, in the applicable market (any currency affected by the circumstances described in clause (a), (b) or (c) is referred to as an "Affected Currency"), then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower Borrowers and the Lenders as soon as practicable thereafter. If such notice is given given, then (wi) any Eurodollar such Loans or Multicurrency Loans, as the case may be, in an Affected Currency requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled requestmade, (x) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, (yii) any outstanding Eurodollar Loans in an Affected Currency shall be converted, due and payable on the first last day of such the then-current Interest Period, to ABR Loans and (ziii) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest Period. Until until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans in an Affected Currency shall be made or continued as such. Notwithstanding the foregoing, nor as promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Administrative Agent with respect to such circumstances, the Administrative Agent (in consultation with the Lenders) shall negotiate with the Borrower have Borrowers in good faith in order to ascertain whether a substitute interest rate (a "Substitute Rate") may be agreed upon for the right maintaining of Loans in the Affected Currency. If a Substitute Rate is agreed upon by the Borrowers and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrowers and all the Lenders within such time, each Lender's Loans in the Affected Currency shall thereafter bear interest at a rate equal to convert ABR the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Loans, plus (ii) the Margin plus (iii), any Mandatory Cost incurred by such Lender in respect of such Loans from time to Eurodollar Loanstime.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest PeriodPeriod for a Eurodollar Loan: (ai) the either Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (bii) the either Administrative Agent shall have received notice from the Majority Required Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Eurodollar Loans shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodLoans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans. (b) If prior to the first day of any Interest Period for a CDOR Loan: (i) either Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the CDOR Rate for such Interest Period, or (ii) either Administrative Agent shall have received notice from the Required Lenders that the CDOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any CDOR Loans requested to be made on the first day of such Interest Period shall be made as Canadian Prime Rate Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as Canadian Prime Loans and (z) any outstanding CDOR Loans shall be converted, on the last day of the then-current Interest Period, to Canadian Prime Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further CDOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Loans to CDOR Loans. (c) If prior to the first day of any Contract Period for a Bankers’ Acceptance: (i) either Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Discount Rate for such Contract Period, or (ii) either Administrative Agent shall have received notice from the Required Lenders that the Discount Rate determined or to be determined for such Contract Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected loans by way of Bankers’ Acceptances during such Contract Period, the Administrative Agent shall give notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any borrowing by way of Bankers’ Acceptances requested to be made on the first day of such Contract Period shall be made as Canadian Prime Rate Loans, (y) any Loans that were to have been converted on the first day of such Contract Period to Bankers’ Acceptances shall be continued as Canadian Prime Rate Loans and (z) any outstanding Bankers’ Acceptances shall be converted, on the maturity date of the relevant Bankers’ Acceptance, to Canadian Prime Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further borrowings by way of Bankers’ Acceptances shall be made or continued as such, nor shall the Borrower have the right to convert Canadian Prime Rate Loans to Bankers’ Acceptances.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) In the event that the Administrative Agent shall have determined (which determination determination, in the absence of manifest error, shall be conclusive and binding upon the BorrowerCompany) that, that by reason of circumstances affecting the relevant interbank eurocurrency market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for any Interest Period with respect to (i) any proposed Loan that the Company has requested be made as Eurodollar Loans, (ii) a Eurodollar Loan that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the continuation of a Eurodollar Loan as such for an additional Interest PeriodPeriod (any such Loan described in clauses (i), or (bii) or (iii) of this Section 7.8(a) being herein called an “Affected Loan”), the Administrative Agent shall have received forthwith give telecopy or telephonic notice from of such determination, confirmed in writing, to the Majority Lenders or the Majority Multicurrency Company (with a copy to any affected Lenders) at least two Business Days prior to, as the case may be, the borrowing date for such Eurodollar Loan, the conversion date for such Alternate Base Rate Loan or the last day of the Interest Period applicable to such Eurodollar Loan. Unless the Company shall have notified the Administrative Agent promptly upon receipt of such telecopy or telephonic notice that it wishes to rescind or modify its request regarding such Affected Loans, then, as the case may be, any requested Eurodollar Loan shall be made as an Alternate Base Rate Loan, continued as an Alternate Base Rate Loan or converted into an Alternate Base Rate Loan. Until any such notice has been withdrawn by the Administrative Agent, no further Affected Loans shall be made. (b) In the event that the Eurocurrency Required determine that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly accurately reflect the cost to such Lenders (as conclusively certified by such Lenders) them of making or maintaining their affected any Term Loans during such Interest Periodthat the Company has requested that they make or maintain as, or convert to, Eurodollar Loans, the Administrative Agent shall forthwith give telecopy or telephonic notice thereof of such determination to the Borrower and Company on or before the Lenders as soon as practicable thereafterrequested borrowing, conversion or continuation date for such Term Loans or the next succeeding Interest Period with respect thereto. If Unless the Company shall have notified the Administrative Agent promptly after receipt of such telecopy or telephonic notice is given (w) that it wishes to rescind or modify its borrowing request, then any such Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice converted to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (x) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, (y) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Alternate Base Rate Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest PeriodPeriod or the Offshore Rate for such Interest Period in respect of any Eligible 52 46 Offshore Currency (an "affected Offshore Currency"), or (b) the Administrative Agent shall have received notice from the Majority Lenders that the Eurodollar Rate or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Offshore Rate determined or to be determined for such Interest Period in respect of any Eurodollar Loan or Revolving Offshore Loan in an affected Offshore Currency will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, or (c) a Fronting Lender shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Cost of Funds for such Interest Period in respect of any Fronted Offshore Currency (any such currency shall also be an "affected Offshore Currency"), the Administrative Agent (or the relevant Fronting Lender, in the case of clause (c) above) shall give telecopy or telephonic notice thereof to the Borrower Company, the European Payment Agent and the Lenders (and, in the case of any notice by a Fronting Lender, the Administrative Agent) as soon as practicable thereafterduring normal business hours thereafter (but in any event prior to the first day of such Interest Period). If such notice is given (wv) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xw) any request to convert Base Rate Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loansineffective, (yx) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to ABR Base Rate Loans, (y) any Offshore Currency Loans in an affected Offshore Currency requested to be made on the first day of such Interest Period shall not be made and (z) any Multicurrency outstanding Offshore Currency Loans to which such Interest Period relates in an affected Offshore Currency shall be repaid due and payable on the first day of such Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Offshore Currency Loans in an affected Offshore Currency, as the case may be, shall be made or continued as such, nor shall the Borrower Borrowers have the right to convert ABR Base Rate Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If (a) Subject to clauses (b), (c), (d), (e), (f) and (g) of this Section 2.14, if prior to the first day of any Interest Period: (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon on the BorrowerBorrowers) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurocurrency EurodollarAdjusted Term SOFR Rate, EURIBOR Rate or Applicable Index Rate, as applicable (including because the Screen Rate, EURIBOR Screen Rate or Index Screen Rate, as applicable, is not available or published on a current basis), for such currency and Interest Period; provided that no Benchmark Transition Event shall have occurred at such time, or (bii) the Administrative Agent shall have received notice from the Majority Required Lenders that the EurodollarAdjusted Term SOFR Rate or the Majority Multicurrency LendersEURIBOR Rate, as the case may beapplicable, that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the Lenders by telephone, telecopy or electronic mail as soon promptly as practicable thereafter. If such notice is given (wx) any Eurodollar EurodollarTerm SOFR Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any EURIBOR Loans that were requested to have been converted be made on the first day of such Interest Period to Eurodollar Loans shall not be continued as ABR Loans, made and (yz) any outstanding Eurodollar Loans shall be convertedthat, on the first day of such Interest Period, were to have been converted to or continued as EurodollarTerm SOFR Loans or Index Rate Competitive Loans, as applicable, shall be continued as or converted to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest Periodor Fixed Rate Competitive Loans, as applicable. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar EurodollarTerm SOFR Loans or Multicurrency Loans EURIBOR Loans, as applicable, shall be made or continued as such, nor shall the any Borrower have the right to convert ABR Loans or Fixed Rate Competitive Loans, as applicable, to Eurodollar EurodollarTerm SOFR Loans or Index Rate Competitive Loans, as applicable. Furthermore, if any EurocurrencyTerm Benchmark Loan is outstanding on the date of the Borrowers’ receipt of the notice from the Administrative Agent referred to in this Section 2.14(a) with respect to a Relevant Rate applicable to such EurocurrencyTerm Benchmark Loan, then until the Administrative Agent notifies the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) if such EurocurrencyTerm Benchmark Loan is denominated in Dollars, then on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), such Loan shall be converted by the Administrative Agent to, and shall constitute, an ABR Loan denominated in Dollars on such day or (ii) if such EurocurrencyTerm Benchmark Loan is denominated in Euro, then such Loan shall, on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day) bear interest at the Central Bank Rate plus the Applicable Margin; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for Euros cannot be determined, any outstanding affected EurocurrencyTerm Benchmark Loans denominated in Euros shall, at the Borrower’s election prior to such day: (A) be prepaid by the Borrower on such day or (B) solely for the purpose of calculating the interest rate applicable to such Loan, such Loan denominated in Euros shall be deemed to be a Loan denominated in Dollars and shall accrue interest at the same interest rate applicable to Loans denominated in Dollars at such time. (b) Notwithstanding anything to the contrary herein, if a Benchmark Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” with respect to Dollars for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement and (y) if a Benchmark Replacement is determined in accordance with clause (32) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (c) Notwithstanding anything to the contrary herein and subject to the proviso below in this paragraph, with respect to a Loan denominated in Dollars, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement; provided that, this clause (c) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrowers a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.

Inability to Determine Interest Rate. If (a) If, prior to the first day commencement of any Interest Period: Period in connection with any request for a Eurodollar Loan or a conversion to or continuation thereof, (ai)(A) the Administrative Agent shall have determined determines that (which determination shall be conclusive A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and binding upon Interest Period of such Eurodollar Loan, or (B) subject to the Borrower) that, by reason of circumstances affecting the relevant marketterms set forth in Section 3.7(cx ), adequate and reasonable means do not exist for ascertaining determining the Eurocurrency Eurodollar Rate for such any requested Interest PeriodPeriod with respect to a proposed Eurodollar Loan or in connection with an existing or proposed ABR Loan and (y) the circumstances described in Section 3.7(c)(i) do not apply (in each case with respect to this clause (i), or “Impacted Loans”), or (bii) the Administrative Agent shall have received notice from the Majority Lenders or the Majority Multicurrency Lenders, as Required Lenders determine that for any reason the case may be, that the Eurocurrency Eurodollar Rate determined or to be determined for such any requested Interest Period will with respect to a proposed Eurodollar Loan willdoes not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer existsThereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Loans shall be suspended (to the extent of the affected Eurodollar Loans or Interest Periods) and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the ABR, the utilization of the Eurodollar Rate component in determining the ABR shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of Section 3.7(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowingBorrowing of, conversion to or continuation of Eurodollar Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for ABR Loans in the amount specified therein. (b) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (i) of Section 3.7(a), the Borrower and the Administrative Agent shall negotiate in good faith to, in consultation with the Borrower and Required Lenders, may establish an alternative interest rate for the Impacted Loans, giving due consideration to the then-prevailing market convention (if any) for determining such interest rates for loans denominated in Dollars, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1i) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (i) of the first sentence of Section 3.7(a), (2ii ) 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 (3iii ) 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. If the Administrative Agent has made the determination described in clause (i) of Section 3.7(a) and either of the events described in clause (2) or (3) of this Section 3.7(b) occur, the Borrower and the Administrative Agent shall negotiate in good faith to establish a second alternative interest rate for the Impacted Loans giving due consideration to the then-prevailing market convention (if any) for determining such interest rates. (c) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent reasonably determines (which determination shall be conclusive absent manifest error), or the Borrower or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as conclusively certified by such Lendersapplicable) of making or maintaining their affected Loans during such 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) either (x)the administrator of the LIBOR AdministratorScreen Rate or (y) 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) agreements governing syndicated loans currently being executed, or that include language similar to that contained in this Section 3.7, 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 shall negotiate in good faith to establish ▇▇▇▇▇ ▇▇▇▇▇ this Agreement solely for the purpose of replacing LIBOR in accordance with this Section 3.7 with (x) one or more SOFR-Based Rates or (y) another alternate benchmark rate (giving due consideration to any 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 thesuch benchmark (if any) incorporated therein), giving due consideration to any then-prevailing marketevolving or then existing convention for determining a rate of interest for similar U.S. dollar denominated syndicated credit facilities denominated in Dollars for such alternative 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”), together with any proposed LIBOR Successor Rate Conforming Changes. Notwithstanding anything to the contrary in Section 10.1, without any further action or consent of any party to this Agreement, any. 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 do not accept(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 then-prevailing 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. (d) 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 Loans shall be suspended, (to the extent of the affected Eurodollar Loans or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining ABR. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Loans (subject to the foregoing clause (y)) in the amount specified therein. (e) Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement. (f) In connection with the implementation of a LIBOR Successor Rate, the Administrative Agent will have the right to make LIBOR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall give telecopy or telephonic notice thereof post each such amendment implementing such LIBOR Successor Rate Conforming Changes to the Borrower and the Lenders as soon as practicable thereafter. If reasonably promptly after such notice is given (w) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (x) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, (y) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loansamendment becomes effective.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period: (a) event that the ------------------------------------ Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, that (a) by reason of circumstances affecting the relevant interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for any Interest Period with respect to (i) proposed Loans that the Borrower has requested be made as Eurodollar Loans, (ii) any Eurodollar Loans that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the continuation of any Eurodollar Loan as such for an additional Interest Period, or or (b) dollar deposits in the relevant amount and for the relevant period with respect to any such Eurodollar Loan are not generally available to the Lenders in their respective Eurodollar Lending Offices' interbank eurodollar markets, the Administrative Agent shall have received forthwith give telecopy notice from of such determination, confirmed in writing, to the Majority Borrower and the Lenders or the Majority Multicurrency Lendersat least one day prior to, as the case may be, that the Eurocurrency Rate determined requested Borrowing Date, the conversion date or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) last day of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (wi) any requested Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Alternate Base Rate Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xii) any Alternate Base Rate Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Alternate Base Rate Loans, and (yiii) any outstanding Eurodollar Loans shall be converted, converted on the first last day of such Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such the then current Interest Period relates shall be repaid on the first day of such Interest Periodapplicable thereto into Alternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency shall be made and no Alternate Base Rate Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans converted to Eurodollar Loans.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowerabsent manifest error) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Base Rate or the Eurodollar Rate, as applicable (including because the Screen Rate is not available or published on a current basis), for a Loan for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurodollar Base Rate or the Majority Multicurrency LendersEurodollar Rate, as the case may beapplicable, that the Eurocurrency Rate determined or to be determined for a Loan for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy facsimile or telephonic e-mail notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Eurodollar Loans or Multicurrency Loans, as under the case may be, relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodLoans. Until such notice has been withdrawn by the Administrative AgentAgent (which notification shall be made promptly after the Administrative Agent obtains knowledge of the cessation of the circumstances referenced in clause (i) or receives notice from the Majority Facility Lenders in respect of the relevant Facility of the cessation of the circumstances referenced in clause (ii) above), no further Eurodollar Loans or Multicurrency Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans under the relevant Facility to Eurodollar Loans. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar Rate and 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 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 10.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Majority Facility Lenders in respect of each Facility stating that such Majority Facility Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.16(b), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Eurodollar Loans requested to be made shall be made as ABR Loans, (y) any Loans that were to have been converted to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans shall be converted, on the last day of the then-current Interest Period, to ABR Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, ; or (b) the Administrative Agent shall have received notice from the Majority Required Lenders or the Majority Multicurrency Lenders(or, as in the case may beof a Competitive Loan, the Lender that is required to make such Competitive Loan) that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Interes t Period will not adequately and fairly reflect the cost to such Lenders (or Lender) (as conclusively certified by such LendersLenders or Lender, as the case may be) of making or maintaining their affected Revolving Credit Loans (or its Competitive Loan) during such Interest Period, ; the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given given, (w) any Eurodollar Loans or Multicurrency (other than Competitive Loans, as the case may be, ) requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (x) any Revolving Credit Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be converted to or continued as ABR Loans, (y) any outstanding Eurodollar Loans (other than Competitive Loans) shall be converted, on the first day of such Interest Period, to ABR Loans Loans, and (z) any Multicurrency Loans to which such Interest Period relates request by the Borrower for a Competitive Loan (other than a Fixed Rate Loan) shall be repaid on ineffective; provided that if the first day of circumstances giving rise to such Interest Periodnotice do not affect all the Lenders, then requests by the Borrower for such Competitive Loans may be made to the Lenders that are not affected thereby. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR any other Revolving Credit Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If (a) Subject to clauses (b), (c), (d), (e), (f) and (g) of this Section 2.14, if prior to the first day of any Interest Period: (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon on the Borrower) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate (including because the Screen Rate is not available or published on a current basis), for such currency and Interest Period; provided that no Benchmark Transition Event shall have occurred at such time, or (bii) the Administrative Agent shall have received notice from the Majority Required Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as soon promptly as practicable thereafter. If such notice is given (wx) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period Loans and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (x) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, (y) any outstanding Eurodollar Loans shall be convertedthat, on the first day of such Interest Period, were to have been converted to or continued as Eurodollar Loans, shall be continued as or converted to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodLoans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans. Furthermore, if any Eurodollar Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.14(a) with respect to the Eurodollar Rate, then until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, then on the last day of the Interest Period applicable to such Eurodollar Loan (or the next succeeding Business Day if such day is not a Business Day), such Eurodollar Loan shall be converted by the Administrative Agent to, and shall constitute, an ABR Loan on such day. (b) Notwithstanding anything to the contrary herein, if a Benchmark Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (c) Notwithstanding anything to the contrary herein and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement; provided that, this clause (c) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion. (d) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement. (e) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.14, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement, except, in each case, as expressly required pursuant to this Section 2.14. (f) Notwithstanding anything to the contrary herein, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or Eurodollar Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (g) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Eurodollar Loan, conversion to or continuation of Eurodollar Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to ABR Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR. Furthermore, if any Eurodollar Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to the Eurodollar Rate, then until such time as a Benchmark Replacement for such Eurodollar Loan is implemented pursuant to this Section 2.14, on the last day of the Interest Period applicable to such Eurodollar Loan (or the next succeeding Business Day if such day is not a Business Day), such Eurodollar Loan shall be converted by the Administrative Agent to, and shall constitute, an ABR Loan on such day.

Inability to Determine Interest Rate. (a) If at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a borrowing of Eurodollar Loans the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such borrowing for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then (i) if such borrowing shall be requested in Dollars, then such borrowing shall be made as a borrowing of ABR Loans at the Alternate Base Rate and (ii) if such borrowing shall be requested in any Alternative Currency, the Eurodollar Rate shall be equal to the cost to each Lender to fund its pro rata share of such borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion); such rate, the “CF Rate”. (b) If prior to the first day of any Interest PeriodPeriod for any Eurodollar Loan: (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate in the applicable currency for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Required Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Eurodollar Rate determined or to be determined in the applicable currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders by telephone or telecopy as soon promptly as practicable thereafter. If thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice is given no longer exist, (wA) any request for the conversion of any Eurodollar Loans Loan to, or Multicurrency Loanscontinuation of any Eurodollar Loan in the applicable currency or for the applicable Interest Period, as the case may be, shall be ineffective, (B) if a borrowing of Eurodollar Loans is requested to be made on the first day of in Dollars, such Interest Period borrowing shall be made as ABR Loans, provided, that, notwithstanding the provisions a borrowing of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (x) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, (y) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to ABR Loans and (zC) if a borrowing of Eurodollar Loans is requested in any Multicurrency Loans to which Alternative Currency, then the Eurodollar Rate for such Interest Period relates borrowing shall be repaid on at the first day of such Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued CF Rate (as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loansdefined above).

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: (a) , the Administrative Agent or the Required Lenders shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (i) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (ii) adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or or (biii) the Administrative Agent shall have received notice from the Majority Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (i), (ii) or (iii), the Administrative Agent shall give telecopy or telephonic notice thereof to promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereafter. If Any such notice is given determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (wx) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Eurodollar Loans shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodLoans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 2.17(a)(i) or (ii) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 2.17(a)(i) or (ii) have not arisen but the supervisor for the administrator of the LIBOR reporting system or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans, then Administrative Agent and Borrower shall endeavor to establish an alternate rate of interest to LIBOR that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable; provided that if such alternate rate of interest shall be less than 1.0%, such rate shall be deemed to be 1.0% for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 12.7, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternative rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.17(b), only to the extent that LIBOR for such Interest Period is not available or published at such time on a current basis), (x) any Eurodollar Loans requested to be made shall be made as ABR Loans, and (y) any outstanding Eurodollar Loans shall be converted, on the last day of the then-current Interest Period, to ABR Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in good faith that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders or in respect of the Majority Multicurrency Lenders, as the case may be, relevant Facility that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified in good faith by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice (promptly confirmed in writing) thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Eurodollar Loans or Multicurrency Loans, as under the case may be, relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Base Rate Loans and (yz) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the first last day of such the then current Interest PeriodPeriod with respect thereto, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodBase Rate Loans. Until such notice has been withdrawn by the Administrative AgentAgent (which notice, in the case of Section 2.17(b), the Administrative Agent shall withdraw promptly upon notice by Majority Facility Lenders that such is no longer the case (which notice Majority Facility Lenders shall promptly deliver to the Administrative Agent when such is no longer the case)), no further Eurodollar Loans or Multicurrency Loans under the relevant Facility shall be made or continued as such, nor shall the any Borrower have the right to convert ABR Loans under the relevant Facility to Eurodollar Loans.

Inability to Determine Interest Rate. (a) The following provisions in this clause (a) apply with respect to with respect to Term B-1 Loans and Term B-2 Loans. If prior to the first day of any Interest Period: : (aa1) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or or (bb2) the Administrative Agent shall have received notice from the Majority Facility Lenders or the Majority Multicurrency Lenders, as the case may be, in respect of any Class of Loans that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given given, (wx) any Eurodollar Loans or Multicurrency Loans, as of the case may be, relevant Class requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any Loans of the relevant Class that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Eurodollar Loans of the relevant Class shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodLoans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans of the relevant Class shall be made or continued as such, nor shall the Borrower have the right to convert Loans of the relevant Class to Eurodollar Loans. 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 - 66- (b) The following provisions in this clause (b) apply with respect to all Loans (other than Term B-1 Loans and Term B-2 Loans): - 67- (1) If in connection with any request for a Term SOFR Loan or a conversion of ABR Loans to Eurodollar 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 2.14(b)(1), and the circumstances under clause (i) of Section 2.14(b)(1) or the Scheduled Unavailability Date has occurred, or (B) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed ABR Loan, or (ii) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan (in the case of the Required Lenders, as conclusively certified by such Lenders), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Term SOFR Loans, or to convert ABR Loans to Term SOFR Loans, shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 2.14(b)(1), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of ABR Loans in the amount specified therein and (ii) any outstanding Term SOFR Loans shall be deemed to have been converted to ABR Loans immediately at the end of their respective applicable Interest Period. (c) Replacement of Term SOFR or Successor Rate. 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 Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (1) adequate and reasonable means do not exist for ascertaining one month, three month and six month interest periods of Term SOFR, including, without limitation, because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (2) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available, or permitted to be used for determining the interest rate 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 that is satisfactory to the Administrative Agent, 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 SOFR Screen Rate are no longer available permanently or indefinitely, the “Scheduled Unavailability Date”); - 68- then, on a date and time determined by the Administrative Agent and the Borrower (any such date, the “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any Loan Document with Daily Simple SOFR for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “Successor Rate). If the Successor Rate is Daily Simple SOFR, all interest payments will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (i) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, or (ii) if the events or circumstances of the type described in Section 2.14(c)(1) or (2) have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.14(c) 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 similar U.S. dollar denominated credit facilities syndicated and agented in the United States for such alternative benchmark 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 credit facilities syndicated and agented in the United States for such benchmark, 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. For the avoidance of doubt, any such proposed rate and adjustments, shall constitute a “Successor Rate”. 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 object to such amendment. The Administrative Agent will promptly (in one or more notices) notify the Borrower and each Lender of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent (with the consent of the Borrower, not to be unreasonably withheld or delayed ). In connection with the implementation of a Successor Rate, the Administrative Agent with the consent of the Borrower, not to be unreasonably withheld or delayed) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective. - 69-

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders that: (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Required Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given then (wx) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Eurodollar Loans shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodLoans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of the Eurodollar Base Rate has made a public statement that the administrator of the Eurodollar Base Rate is insolvent (and there is no successor administrator that will continue publication of the Eurodollar Base Rate), (x) the administrator of the Eurodollar Base Rate has made a public statement identifying a specific date after which the Eurodollar Base Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the Eurodollar Base Rate), (y) the supervisor for the administrator of the Eurodollar Base Rate has made a public statement identifying a specific date after which the Eurodollar Base Rate will permanently or indefinitely cease to be published or (z) 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 may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the 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 and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 10.01, 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 AMERICAS 96180772 22 not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.10(b), only to the extent the Eurodollar Base Rate for such Interest Period is not available or published at such time on a current basis), (x) any election request pursuant to Section 2.6 that requests the conversion of any Borrowing to, or continuation of any borrowing as, a Eurodollar Loan shall be ineffective and (y) if any borrowing request pursuant to Section 2.2 requests a Eurodollar Rate borrowing, such borrowing shall be made as an ABR borrowing.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, orPeriod with respect to a Eurocurrency Loan or in connection with an existing or proposed ABR Loan, (b) the Administrative Agent shall have received notice from the Majority Required Lenders or the Majority Required Multicurrency Lenders, as the case may be, that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such the relevant Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, or (c) the Administrative Agent determines (which determination shall be conclusive and binding upon the Borrowers) that deposits in the applicable currency are not generally available, or cannot be obtained by the relevant Lenders, in the applicable market (any Foreign Currency affected by the circumstances described in clause (a), (b) or (c) is referred to as an “Affected Foreign Currency”), the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower Borrowers and the relevant Lenders as soon as practicable thereafter. If such notice is given (wy) pursuant to clause (a) or (b) of this Section 2.22 in respect of Eurocurrency Loans denominated in Dollars, then (i) any Eurodollar Eurocurrency Loans or Multicurrency Loans, as the case may be, denominated in Dollars requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xii) any ABR Loans that were to have been converted on the first day of such Interest Period to Eurodollar Eurocurrency Loans denominated in Dollars shall be continued as ABR Loans, Loans and (yiii) any outstanding Eurodollar Eurocurrency Loans denominated in Dollars shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (z) in respect of any Multicurrency Loans, then (i) any Multicurrency Loans in an Affected Foreign Currency requested to which be made on the first day of such Interest Period relates shall not be made and (ii) any outstanding Multicurrency Loans in an Affected Foreign Currency shall be repaid due and payable on the first day of such Interest Period. In the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the ABR, the utilization of the Eurocurrency Rate component in determining the ABR shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders or the Required Multicurrency Lenders, as the case may be) revokes such notice. Until such relevant notice has been withdrawn by the Administrative Agent, no further Eurodollar Eurocurrency Loans denominated in Dollars or Multicurrency Loans in an Affected Foreign Currency shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar LoansEurocurrency Loans denominated in Dollars.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrower absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent shall have received notice from the Majority Required Lenders or the Majority Multicurrency Lenders, as the case may be, that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (wx) any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such Eurodollar Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (xy) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Eurodollar Loans shall be converted, on the first last day of such the then-current Interest Period, to ABR Loans and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest PeriodLoans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the Eurodollar Base Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower, so long as the Administrative Agent has not received, by such time, written notice of objection to such proposed amendment from Lenders comprising the Required Lenders; provided that, with respect to any proposed amendment containing any SOFR-Based Rate, the Lenders shall be entitled to object only to the Benchmark Replacement Adjustment contained therein. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of the Eurodollar Base Rate with a Benchmark Replacement will occur prior to the applicable Benchmark Transition Start Date. (c) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 2.13, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.13. (e) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a borrowing of Eurodollar Loans, or conversion or continuation of Eurodollar Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (x) any Eurodollar Loans requested to be made shall be made as ABR Loans, (y) any Loans that were to have been converted to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans shall be converted, on the last day of the then-current Interest Period, to ABR Loans.