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 and the Canadian Borrower, as the case may be, in the absence of manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds 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 Canadian Cost of Funds 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 or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, (x) any Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may be.

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

Inability to Determine Interest Rate. If prior to the first day Notwithstanding any other provision of any Interest Period: this Credit Agreement, if (a) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds Rate EURIBOR and/or LIBOR for such any Currency for any Interest Period, or or (b) the Administrative Agent Required Lenders shall have received notice from reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the Majority Facility Lenders in respect of the relevant Facility that the Eurodollar LIBOR Rate or the Canadian Cost of Funds Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected funding EURIBOR/LIBOR Rate Loans that the Borrower has requested during such Interest Period, the Administrative Agent shall forthwith give telecopy or telephonic telephone notice thereof of such determination, confirmed in writing, to the Borrower or the Canadian Initial Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, (x) any Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility requested at least two Business Days prior to be made on the first day of such Interest Period Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify the request regarding such EURIBOR/LIBOR Rate Loans, any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans shall be made as ABR Alternate Base Rate Loans or Canadian Prime Rate Loans, respectively, (y) in the applicable Currency and any Loans under the relevant Facility that were requested to have been be converted on the first day of such Interest Period to Eurodollar Loans into or Canadian Cost of Funds continued as EURIBOR/LIBOR Rate Loans shall remain as or be continued as ABR converted into Alternate Base Rate Loans or Canadian Prime Rate Loans, as in the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectivelyapplicable Currency. Until any such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made as, continued as, or continued as suchconverted into, nor shall EURIBOR/LIBOR Rate Loans for the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may beInterest Periods so affected.

Inability to Determine Interest Rate. If prior Subject to the first day Section 2.17(b), if, as of any Interest Perioddate: (ai) the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) that, by reason of circumstances affecting that “Adjusted Term SOFR” cannot be determined pursuant to the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds Rate for such Interest Perioddefinition thereof, or (bii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders determine that for any reason, in respect of the relevant Facility connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that the Eurodollar Rate or the Canadian Cost of Funds Rate determined or to be determined “Adjusted Term SOFR” for such any requested Interest Period will with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or and maintaining their affected Loans during such Interest PeriodLoan, and the Required Lenders have provided notice of such determination to the Administrative Agent, the Administrative Agent shall give telecopy or telephonic will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower or the Canadian Borrower, as any obligation of the Lenders to make and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans shall be suspended (to the extent of the affected SOFR Loans or, in the case may beof a Term SOFR Borrowing, and the relevant Lenders as soon as practicable thereafteraffected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Lenders) revokes such notice. If Upon receipt of such notice is givennotice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or, in the case of a Term SOFR Borrowing, the affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans in the amount specified therein and (ii) any Eurodollar outstanding affected SOFR Loans or Canadian Cost of Funds Loans under the relevant Facility requested to will be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, (y) any Loans under the relevant Facility that were deemed to have been converted into ABR Loans immediately or, in the case of a Term SOFR Borrowing, at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be amount so converted, on the last day of the then-current Interest Period, together with any additional amounts required pursuant to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may beSection 2.21.

Inability to Determine Interest Rate. If Subject to Section 2.06, if, on or prior to the first day of any Interest PeriodPeriod for any SOFR Loan: (a) the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) that, by reason of circumstances affecting that “Adjusted Term SOFR” cannot be determined pursuant to the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds Rate for such Interest Perioddefinition thereof, or (b) the Administrative Agent shall have received notice from the Majority Facility Required Lenders determine that for any reason in respect of the relevant Facility connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that the Eurodollar Rate or the Canadian Cost of Funds Rate determined or to be determined Adjusted Term SOFR for such any requested Interest Period will with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or and maintaining their affected Loans during such Interest PeriodLoan, and the Required Lenders have provided notice of such determination to the Administrative Agent, then, in each case, the Administrative Agent shall give telecopy or telephonic will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower or the Canadian Borrower, as any obligation of the case may beLenders to make SOFR Loans, and any right of the relevant Lenders as soon as practicable thereafterBorrower to continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. If Upon receipt of such notice is givennotice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Loan of or conversion to Base Rate Loans in the amount specified therein and (ii) any Eurodollar outstanding affected SOFR Loans or Canadian Cost of Funds Loans under the relevant Facility requested to will be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, (y) any Loans under the relevant Facility that were deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the first day of such Interest Period amount so converted, together with any additional amounts required pursuant to Eurodollar Loans or Canadian Cost of Funds Section 2.20. Subject to Section 2.06, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn determined by the Administrative Agent, no further Eurodollar Loans or Canadian Cost Agent without reference to clause (c) of Funds Loans under the relevant Facility shall be made or continued as such, nor shall definition of “Base Rate” until the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may beAdministrative Agent revokes such determination.

Inability to Determine Interest Rate. If prior to the first day Notwithstanding any other provision of any Interest Period: this Credit Agreement, if (a) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds Rate LIBOR for such Interest Period, or or (b) the Administrative Agent Required Lenders shall have received notice from the Majority Facility Lenders in respect of the relevant Facility reasonably determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar LIBOR Rate or the Canadian Cost of Funds Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (of funding LIBOR Rate Loans that the Borrower has requested be outstanding as conclusively certified by such Lenders) of making or maintaining their affected Loans a LIBOR tranche during such Interest Period, the Administrative Agent shall forthwith give telecopy or telephonic telephone notice thereof of such determination, confirmed in writing, to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafterat least two Business Days prior to the first day of such Interest Period. If such notice is given, given (xa) any Eurodollar Foreign Currency Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made made, at the sole option of the Borrower, in Dollars as ABR Alternate Base Rate Loans or Canadian Prime Rate Loans, respectivelysuch request shall be cancelled, (yb) any affected LIBOR Rate Loans under requested to be made on the relevant Facility first day of such Interest Period shall be made, at the sole option of the Borrower, in Dollars as Alternate Base Rate Loans or such request shall be cancelled and (c) any affected Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds continued as LIBOR Rate Loans shall be continued converted to or continued, at the sole option of the Borrower, in Dollars as ABR Alternate Base Rate Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility such request shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectivelycancelled. Until any such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made as, continued as, or continued as suchconverted into, nor LIBOR Rate Loans for the Interest Periods so affected. The Administrative Agent shall the Borrower or the Canadian Borrower, withdraw any notice given pursuant to this Section at such time as the case may be, have condition giving rise to such notice is reasonably determined by the right Administrative Agent to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may beno longer be applicable.

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 and the Canadian Borrower, as the case may be, in the absence of manifest errorBorrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the relevant Eurodollar Rate or the Canadian Cost of Funds Rate for such Interest Period, ; or (bii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of that the relevant Facility that the Eurodollar Rate or the Canadian Cost of Funds Rate determined or to be determined for such Interest Period Period, as applicable, 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 during such Interest Period, ; then the Administrative Agent shall give telecopy or telephonic written notice thereof to the Borrower or the Canadian Borrower, as the case may be, Borrowers’ Agent and the relevant Lenders as soon as practicable thereafter. . (b) If such notice is givengiven with respect to the Eurodollar Rate applicable to Eurodollar Loans, (x) any such Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility Loan requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime a Base Rate Loans, respectivelyLoan, (y) any Base Rate Loans under the relevant Facility that were to have been converted Converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds shall not be so Converted and shall continue as Base Rate Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, Converted on the last first day of the then-current such Interest Period, Period to ABR Loans or Canadian Prime Base Rate Loans, respectively. Until such notice has been withdrawn revoked by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made or continued Continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, Borrowers’ Agent have the right to convert Convert Loans under into such Type. (c) The Administrative Agent shall promptly revoke (i) any such notice pursuant to clause (a) above if the Administrative Agent determines that adequate and reasonable means exist for ascertaining the relevant Facility Eurodollar Rate for the applicable Interest Period and (ii) any such notice pursuant to Eurodollar Loans or Canadian Cost clause (b) above upon receipt of Funds Loans, as notice from the case may berequisite Lenders necessary to give such notice in clause (b) that the relevant circumstances described in such clause (b) have ceased to exist.

Inability to Determine Interest Rate. If prior Subject to the first day of any Interest PeriodSection 6.8, if: (a) the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) thatprior to the commencement of any Interest Period, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds Rate Adjusted Term SOFR for such Interest Period, ; or (b) the Administrative Agent shall have received is advised by the Required Banks by written notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurodollar Rate or the Canadian Cost of Funds Rate determined or to be determined for such Interest Period will Adjusted Term SOFR does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) Banks of making or maintaining their any affected Loans during such Interest Periodapplicable Loans, then, in each case, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders Banks as soon promptly as practicable thereafter. If Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Banks to make Term SOFR Loans or Money Market Term SOFR Loans, and any right of the Borrower to convert a Loan to, or continue a Loan as, a Term SOFR Loan or Money Market Term SOFR Loan, shall be suspended (to the extent of the affected Term SOFR Loans, the affected Money Market Term SOFR Loans, and the affected Interest Periods), until the Administrative Agent (with respect to clause (b), at the instruction of the Required Banks) revokes such notice is givennotice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Term SOFR Loans or Money Market Term SOFR Loans (in each case, to the extent of the affected Loans or, in the case of Term SOFR Loans or Money Market Term SOFR Loans, the affected Interest Periods) or, failing that, in the case of any request for an affected Term SOFR Loan or Money Market Term SOFR Loan, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any Eurodollar outstanding affected Term SOFR Loans or Canadian Cost of Funds Money Market Term SOFR Loans under the relevant Facility requested to will be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, (y) any Loans under the relevant Facility that were deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the first day of such Interest Period amount so converted, together with any additional amounts required pursuant to Eurodollar Loans or Canadian Cost of Funds Section 6.5. Subject to Section 6.8, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn determined by the Administrative Agent, no further Eurodollar Loans or Canadian Cost Agent without reference to clause (c) of Funds Loans under the relevant Facility shall be made or continued as such, nor shall definition of “Base Rate” until the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may beAdministrative Agent revokes such determination.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: Bank determines that (a) quotations of interest rates for the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, relevant deposits referred to in the absence definition of manifest error) thatAdjusted LIBOR Rate are not being provided for purposes of determining the interest rate on a LIBOR Rate Advance as provided in this Note, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from relevant interest rates referred to in the Majority Facility Lenders in respect definition of the relevant Facility that the Eurodollar Adjusted LIBOR Rate or the Canadian Cost of Funds Rate determined or to be determined for such Interest Period will do not adequately and fairly reflect accurately cover the cost to such Lenders (as conclusively certified by such Lenders) the Bank of making making, funding or maintaining their affected Loans during LIBOR Rate Advances, then the Bank shall at the Bank’s option, give notice of such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof circumstances to the Borrower or the Canadian Borrower, as whereupon (i) the case may be, and obligation of the relevant Lenders as soon as practicable thereafter. If such notice is given, (x) any Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility requested Bank to be made on the first day of such Interest Period make LIBOR Rate Advances shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, (y) any Loans under suspended until the relevant Facility Bank notifies the Borrower that were the circumstances giving rise to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may besuspension no longer exists, and (zii) any the Borrower shall repay in full the then outstanding Eurodollar Loans or Canadian Cost principal amount of Funds Loans under the relevant Facility shall be convertedeach LIBOR Rate Advance, together with accrued interest, on the last day of the then-then current Interest PeriodPeriod applicable to the LIBOR Rate Advance, provided, however, that, subject to ABR Loans or Canadian the terms and conditions of this Note and the other Related Documents, the Borrower shall be entitled to simultaneously replace the entire outstanding balance of any LIBOR Rate Advance repaid in accordance with this section with an Advance bearing interest at the CB Floating Rate plus the Applicable Margin for CB Floating Rate Advances in the same amount. If the Bank determines on any day that quotations of interest rates for the relevant deposits referred to in the definition of Adjusted One Month LIBOR Rate are not being provided for purposes of determining the interest rate on any CB Floating Rate Advance on any day, then each CB Floating Rate Advance shall bear interest at the Prime Rate Loans, respectively. Until such notice has been withdrawn by plus the Administrative Agent, no further Eurodollar Loans or Canadian Cost Applicable Margin for CB Floating Rate Advances until the Bank determines that quotations of Funds Loans under interest rates for the relevant Facility shall be made or continued as such, nor shall deposits referred to in the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost definition of Funds Loans, as the case may beAdjusted One Month LIBOR Rate are being provided.

Inability to Determine Interest Rate. If prior to the first day Notwithstanding any other provision of any Interest Period: this Credit Agreement, if (a) the Administrative Agent or the Canadian Agent, as applicable, shall have determined reasonably determine (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds LIBOR Rate for such Interest Period, or or (b) the Administrative Agent Required Lenders shall have received notice from the Majority Facility Lenders in respect of the relevant Facility reasonably determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar LIBOR Rate or the Canadian Cost of Funds Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (of funding LIBOR Rate Loans that a Borrower has requested be outstanding as conclusively certified by such Lenders) of making or maintaining their affected Loans a LIBOR tranche during such Interest Period, the Administrative Agent shall forthwith give telecopy or telephonic telephone notice thereof of such determination, confirmed in writing, to the Borrower or the Canadian Borrower, as the case may be, Borrowers and the relevant Lenders as soon as practicable thereafterat least two (2) Business Days prior to the first day of such Interest Period. If such notice is given, given (xa) any Eurodollar LIBOR Rate Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made by the Canadian Borrower on the first day of such Interest Period shall be made made, at the sole option of the Canadian Borrower, in U.S. Dollars as ABR U.S. Base Rate Loans or Canadian Prime Rate Loans, respectivelysuch request shall be cancelled, (yb) any affected U.S. Base Rate Loans under the relevant Facility that were to have been converted at the request of the Canadian Borrower on the first day of such Interest period to, or LIBOR Rate Loans that were to have been continued as, LIBOR Rate Loans shall be converted to or continued, at the sole option of the Canadian Borrower, as U.S. Base Rate Loans, (c) any affected LIBOR Rate Loans denominated in U.S. Dollars requested to be made by the Company on the first day of such Interest Period shall be made, at the sole option of the Company, in U.S. Dollars as Alternate Base Rate Loans or such request shall be cancelled and (d) any affected Loans denominated in U.S. Dollars that were to have been converted at the request of the Company on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds continued as LIBOR Rate Loans shall be continued converted to or continued, at the sole option of the Company, as ABR Loans or Canadian Prime Alternate Base Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until any such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made as, continued as, or continued as suchconverted into, nor shall LIBOR Rate Loans for the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may beInterest Periods so affected.

Inability to Determine Interest Rate. If prior in connection with any request for a Eurodollar Loan or a conversion to the first day of any Interest Period: or continuation thereof or otherwise, (a) the Administrative Agent shall have determined determines that (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, i) Dollar deposits are not being offered to banks in the absence applicable offshore interbank eurodollar market for such currency for the applicable amount and Interest Period of manifest errorsuch Eurodollar Loan or (ii) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Loan or the Canadian Cost of Funds in connection with an existing or proposed Base Rate for such Interest PeriodLoan (in each case with respect to this clause (a), or “Impacted Loans”), or (b) the Administrative Agent shall have received notice from or the Majority Facility Required Lenders in respect of the relevant Facility determine that for any reason the Eurodollar Rate or the Canadian Cost of Funds Rate determined or to be determined for such any requested Interest Period with respect to a proposed Eurodollar Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Administrative Agent will promptly notify the Borrower and all Lenders. 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) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing, conversion 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 Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) of this Section 3.7, the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the applicable Impacted Loans, in which case, such alternative interest rate shall apply with respect to such Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under the first sentence of this Section 3.7, (2) the Administrative Agent notifies the Borrower that the Administrative Agent or Required Lenders have determined that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable Impacted Loans, or (as conclusively certified 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 Installation to make, maintain or fund Loans whose interest is determined by reference to such Lenders) alternative interest rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability of making or maintaining their affected Loans during such Interest PeriodLender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent shall give telecopy or telephonic notice thereof to and the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such written notice is given, (x) any Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may bethereof.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds Adjusted LIBO 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 Canadian Cost of Funds Adjusted LIBO Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as given in good faith and 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 or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, (xw) any Eurodollar LIBOR Loans or Canadian Cost of Funds Loans under the relevant Facility (excluding Multicurrency Loans) requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectivelyprovided, that, notwithstanding the provisions of subsection 2.2, the Borrower may cancel the request for such LIBOR Loan (including Multicurrency Loans) by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (yx) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar LIBOR Loans or Canadian Cost of Funds Loans (excluding Multicurrency Loans) shall be continued as ABR Loans or Canadian Prime Rate Loans, as and (y) any outstanding LIBOR Loans (excluding Multicurrency Loans) shall be converted, on the case may befirst day of such Interest Period, to ABR Loans, and (z) any outstanding Eurodollar Multicurrency Loans or Canadian Cost of Funds Loans under the relevant Facility to which such Interest Period relates shall be converted, repaid on the last first day of the then-current such Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar LIBOR Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert ABR Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds LIBOR Loans, as the case may be.

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 and the Canadian Borrower, as the case may be, in the absence of absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or in accordance with the Canadian Cost of Funds Rate terms thereof 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 Canadian Cost of Funds 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 or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, given (x) any Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Base Rate Loans, respectively, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Loans shall be continued as ABR Base Rate Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last first day of the then-current such Interest Period, to ABR Loans or Canadian Prime Base Rate Loans, respectively. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost Loans. The Administrative Agent shall withdraw (i) any such notice pursuant to clause (a) above if the Administrative Agent determines that the relevant circumstances have ceased to exist and (ii) any such notice pursuant to clause (b) above upon receipt of Funds Loans, as notice from the case may beMajority Facility Lenders in respect of the relevant Facility that the relevant circumstances described in such clause (b) have ceased to exist.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period:Period for any Eurocurrency Loan (the Currency of such Loan herein called the “Affected Currency”): (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of presumptively correct absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate or for the Canadian Cost of Funds Rate Affected Currency 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 by reason of any changes arising after the Eurodollar date of this Agreement the Eurocurrency Rate or for the Canadian Cost of Funds Rate Affected 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 or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, given (i) if the Affected Currency is Dollars (x) any Eurodollar Eurocurrency Loans or Canadian Cost of Funds Loans denominated in Dollars under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, (y) 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 or Canadian Cost of Funds Eurocurrency Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Eurocurrency Loans or Canadian Cost of Funds Loans denominated in Dollars under the relevant Facility shall be converted, on the last day of the then-current Interest PeriodPeriod with respect thereto, to ABR Loans or Canadian Prime Rate Loans, respectivelyor (ii) if the Affected Currency is an Agreed Foreign Currency, any Eurocurrency Loans denominated in the Affected Currency under the relevant Facility requested to be made on the first day of such Interest Period shall be ineffective. Until such notice has been withdrawn by the Administrative AgentAgent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist), no further Eurodollar Eurocurrency Loans or Canadian Cost denominated in the Affected Currency (including the Eurocurrency Rate component of Funds Loans ABR Loans) under the relevant Facility shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Eurocurrency Loans or Canadian Cost of Funds Loans, as denominated in the case may beAffected Currency.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) If in connection with any request for a Term SOFR Loan or an Alternative Currency Loan or a conversion to or continuation thereof, as applicable, (i) the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) thatthat (A) no Successor Rate for the Relevant Rate for the applicable Currency has been determined in accordance with Section 2.14(b) or (c) and the circumstances under clause (i) of Section 2.14(b) or (c) or the Scheduled Unavailability Date or the Term SOFR Scheduled Unavailability Date has occurred with respect to such Relevant Rate (as applicable), by reason of circumstances affecting the relevant market, or (B) adequate and reasonable means do not exist for ascertaining determining the Eurodollar Rate or the Canadian Cost of Funds Relevant Rate for such the applicable Currency for any determination date or for any requested Interest PeriodPeriod with respect to a proposed Term SOFR Loan or Alternative Currency Term Rate Loan or in connection with an existing or proposed ABR Loan, or or (bii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurodollar Rate or the Canadian Cost of Funds Required Lenders determine that for any reason the Relevant Rate determined or to be determined for such any requested Interest Period will with respect to a proposed Term SOFR Loan or Alternative Currency 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 or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereaftereach Lender. If such notice is givenThereafter, (x) any Eurodollar the obligation of the Lenders to make or maintain Loans in the affected Currencies, as applicable, or to convert ABR Loans to Term SOFR Loans, shall be suspended (to the extent of the affected Term SOFR Loans, Alternative Currency Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made Periods or determination date(s), as ABR Loans or Canadian Prime Rate Loansapplicable), respectively, and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Alternate Base Rate, the utilization of the Term SOFR component in determining the Alternate Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of Section 2.14(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Term SOFR Loans under or Alternative Currency Loans (to the relevant Facility that were extent of the affected Term SOFR Loans, Alternative Currency Loans or Interest Periods or determination date(s), as applicable) or (ii) failing that, (A) will be deemed to have been converted on the first day such request into a request for a Borrowing of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as in the case may be, amount specified therein and (zB) any outstanding Eurodollar affected Alternative Currency Loans, at the Borrower’s election, shall either (1) be converted into a Borrowing of ABR Loans denominated in Dollars in the Dollar Equivalent of the amount of such outstanding Alternative Currency Loan immediately, in the case of an Alternative Currency Daily Rate Loan or Canadian Cost at the end of Funds Loans under the relevant Facility shall applicable Interest Period, in the case of an Alternative Currency Term Rate Loan or (2) be convertedprepaid in full immediately, on in the case of an Alternative Currency Daily Rate Loan, or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan; provided that if no election is made by the Borrower (x) in the case of an Alternative Currency Daily Rate Loan, by the date that is three Business Days after receipt by the Borrower of such notice or (y) in the case of an Alternative Currency Term Rate Loan, by the last day of the then-current Interest PeriodPeriod for the applicable Alternative Currency Term Rate Loan, to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility Borrower shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, deemed to have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may beelected clause (1) above.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) If, in connection with any request for a Term SOFR Loan or Term SOFR Daily Floating Rate Loan or a conversion to or continuation thereof, as applicable, (i) the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) thatthat (A) no Successor Rate has been determined in accordance with Section 2.13(b), by reason and the circumstances under clause (i) of circumstances affecting Section 2.13(b) or the relevant marketScheduled Unavailability Date has occurred, or (B) adequate and reasonable means do not otherwise exist for ascertaining the Eurodollar determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan or the Canadian Cost of Funds Rate for such Interest PeriodTerm SOFR Daily Floating Rate, or or (bii) the Administrative Agent shall have received notice from or the Majority Facility Required Lenders in determine that for any reason that Term SOFR for any requested Interest Period with respect of the relevant Facility to a proposed Term SOFR Loan or that the Eurodollar Term SOFR Daily Floating Rate or the Canadian Cost of Funds Rate determined or to be determined for such Interest Period will Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, in each case, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Term SOFR Loans, or to convert Base Rate Loans to Term SOFR Loans, shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), (y) the obligation of the Lenders to make or maintain Term SOFR Daily Floating Rate Loans or to convert Base Rate Loans to Term SOFR Daily Floating Rate Loans shall be suspended (to the extent of the affected Term SOFR Daily Floating Rate Loans)and (z) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 2.13(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, or conversion to, or continuation of Term SOFR Loans or Term SOFR Daily Floating Rate Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or Term SOFR Daily Floating Rate Loans or, failing that, will be deemed to have converted such request into a request for a borrowing of Base Rate Loans in the amount specified therein and (ii) any outstanding Term SOFR Loans or Term SOFR Daily Floating Rate Loans shall be deemed to have been converted to Base Rate Loans immediately in the case of a Term SOFR Daily Floating Rate Loan, and, at the end of their respective applicable Interest Period in the case of a Term SOFR Loan. (b) 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 conclusively certified applicable) have determined, that: (i) 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; (ii) 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 (any such Lendersdate, 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 plus the SOFR Adjustment 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 making any other party to, this Agreement or maintaining their affected Loans during such any other Loan Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest payments will be payable on a quarterly 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 2.13(b)(i) or (ii) 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 2.13 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. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate will be deemed to be zero for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a Successor Rate, the Administrative Agent 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 give telecopy or telephonic notice thereof post each such amendment implementing such Conforming Changes to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If reasonably promptly after such notice is given, (x) any Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may beamendment becomes effective.

Inability to Determine Interest Rate. If Subject to this Section 2.12, if, on or prior to the first day of any Interest PeriodPeriod for any SOFR Loan: (ai) the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) that, by reason of circumstances affecting that “Term SOFR” cannot be determined pursuant to the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds Rate for such Interest Perioddefinition thereof, or (bii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders determine that for any reason in respect of the relevant Facility connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that the Eurodollar Rate or the Canadian Cost of Funds Rate determined or to be determined Term SOFR for such any requested Interest Period will with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or and maintaining their affected Loans during such Interest PeriodLoan, and the Required Lenders have provided notice of such determination to the Administrative Agent, then, in each case, the Administrative Agent shall give telecopy or telephonic will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower or the Canadian Borrower, as any obligation of the case may beLenders to make SOFR Loans, and any right of the relevant Lenders as soon as practicable thereafterBorrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. If Upon receipt of such notice is givennotice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, 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 in the amount specified therein and (ii) any Eurodollar outstanding affected SOFR Loans or Canadian Cost of Funds Loans under the relevant Facility requested to will be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, (y) any Loans under the relevant Facility that were deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the first day of such Interest Period amount so converted, together with any additional amounts required pursuant to Eurodollar Loans or Canadian Cost of Funds Section 2.16. Subject to Section 2.13, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn determined by the Administrative Agent, no further Eurodollar Loans or Canadian Cost Agent without reference to clause (c) of Funds Loans under the relevant Facility shall be made or continued as such, nor shall definition of “ABR” until the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may beAdministrative Agent revokes such determination.

Inability to Determine Interest Rate. If prior to the first day Notwithstanding any other provision of any Interest Period: this Credit Agreement, if (a) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) that, by reason of circumstances affecting the relevant market, deposits in the relevant amount in the relevant currency and for the relevant Interest Period are not available in the relevant market to any Lender or reasonable and adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds Rate LIBOR for such Interest Period, or or (b) the Administrative Agent Required Lenders shall have received notice from the Majority Facility Lenders in respect of the relevant Facility reasonably determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar LIBOR Rate or the Canadian Cost of Funds Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (of funding LIBOR Rate Loans that the Company has requested be outstanding as conclusively certified by such Lenders) of making or maintaining their affected Loans a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telecopy or telephonic telephone notice thereof of such determination, confirmed in writing, to the Borrower or the Canadian Borrower, as the case may beCompany, and the relevant Lenders as soon as practicable thereafterat least two Business Days prior to the first day of such Interest Period. If such notice is givengiven (i) any affected Foreign Currency Loans requested to be made on the first day of such Interest Period shall be made, at the sole option of the applicable Borrower, in Dollars as Alternate Base Rate Loans or such request shall be cancelled, (xii) any Eurodollar affected LIBOR Rate Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made in Dollars as ABR Alternate Base Rate Loans or Canadian Prime Rate Loans, respectively, and (yiii) any affected Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds continued as LIBOR Rate Loans shall be converted to or continued in Dollars as ABR Loans or Canadian Prime Alternate Base Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until any such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made as, continued as, or continued as suchconverted into, nor shall LIBOR Rate Loans for the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may beInterest Periods so affected.

Inability to Determine Interest Rate. If Subject to Section 2.19, if on or prior to the first day of any Interest Period (with respect to a Term SOFR Rate Borrowing), the Borrowing Date or, in the case of any Benchmark that is not subject to an Interest Period, on any Business Day: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) that, by reason of circumstances affecting the relevant marketmarket (other than a Benchmark Transition Event), adequate and reasonable means do not exist for ascertaining the Eurodollar Daily Simple SOFR Rate, the Term SOFR Rate or the Canadian Cost of Funds Rate for such Interest Period, any then-applicable Benchmark; or (b) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Facility that the Eurodollar Daily Simple SOFR Rate, the Term SOFR Rate or the Canadian Cost of Funds Rate determined or to be determined for such Interest Period any then-applicable Benchmark 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 PeriodLoans, the Administrative Agent shall give telecopy facsimile or telephonic notice thereof to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, (x1) any Eurodollar Daily Simple SOFR Rate Loans or Canadian Cost of Funds requested to be made on such Borrowing Date shall be made as Base Rate Loans, (2) any Term SOFR Rate Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Base Rate Loans, respectively, (y3) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Term SOFR Rate Loans shall be continued as ABR Loans or Canadian Prime converted to Base Rate Loans, as (4) any outstanding Daily Simple SOFR Rate Loans shall immediately be converted to Base Rate Loans, and the case may beBorrower shall also pay accrued interest on the amount so converted, and (z5) any outstanding Eurodollar Term SOFR Rate Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, converted on the last day of the then-current Interest PeriodPeriod or earlier as determined by the Administrative Agent in its discretion, to ABR Loans or Canadian Prime Base Rate Loans, respectivelyand the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 2.14. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Daily Simple SOFR Rate Loans or Canadian Cost of Funds Loans under the relevant Facility Term SOFR Rate Loans, as applicable, shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Daily Simple SOFR Rate Loans or Canadian Cost of Funds Term SOFR Rate Loans, as the case may beapplicable.

Inability to Determine Interest Rate. If prior to the first day Notwithstanding any other provision of any Interest Period: this Credit Agreement, if (a) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds Rate LIBOR for such Interest Period, or or (b) the Administrative Agent Required Lenders shall have received notice from the Majority Facility Lenders in respect of the relevant Facility reasonably determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar LIBOR Rate or the Canadian Cost of Funds Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (of funding LIBOR Rate Loans that the Borrower has requested be outstanding as conclusively certified by such Lenders) of making or maintaining their affected Loans a LIBOR tranche during such Interest Period, the Administrative Agent shall forthwith give telecopy or telephonic telephone notice thereof of such determination, confirmed in writing, to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafterat least two Business Days prior to the first day of such Interest Period. If such notice is given, given (xa) any Eurodollar Foreign Currency Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made made, at the sole option of the Borrower, in Dollars as ABR Alternate Base Rate Loans or Canadian Prime Rate Loans, respectivelysuch request shall be cancelled, (yb) any affected Foreign Currency Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds continued as LIBOR Rate Loans shall be continued converted to or continued, at the sole option of the Borrower, as ABR Loans or Canadian Prime Alternate Base Rate Loans, (c) any affected LIBOR Rate Loans requested to be made on the first day of such Interest Period shall be made, at the sole option of the Borrower, in Dollars as the case may be, Alternate Base Rate Loans and (zd) any outstanding Eurodollar affected Loans that were requested to be converted into or Canadian Cost of Funds continued as LIBOR Rate Loans under the relevant Facility shall remain as or be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime converted into Alternate Base Rate Loans, respectively. Until any such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made as, continued as, or continued as suchconverted into, nor shall LIBOR Rate Loans for the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may beInterest Periods so affected.

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 and the Canadian Borrower, as the case may be, in the absence of manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in Adjusted Term SOFR with respect of the relevant Facility that the Eurodollar Rate or the Canadian Cost of Funds Rate determined or to be determined any SOFR 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“Affected Term SOFR”), the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, given (xa) any Eurodollar SOFR Loans or Canadian Cost the rate of Funds Loans under interest applicable to which is based on the relevant Facility Affected Term SOFR requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, and (yb) any Term Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar or continued as SOFR Loans or Canadian Cost the rate of Funds Loans interest applicable to which is based upon the Affected Term SOFR shall be converted to or continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar SOFR Loans or Canadian Cost the rate of Funds Loans under interest applicable to which is based upon the relevant Facility Affected Term SOFR shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert ABR Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds SOFR Loans, the rate of interest applicable to which is based upon the Affected Term SOFR. (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 then-current Benchmark 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 (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as the case Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. 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 a Benchmark with a Benchmark Replacement pursuant to this Section will occur prior to the applicable Benchmark Transition Start Date. (c) In connection with the implementation of a Benchmark Replacement (or, if such Benchmark Replacement is in respect of the Benchmark, the use, administration or adoption of such Benchmark Replacement), the Administrative Agent, with the consent of the Borrower (not to be unreasonably withheld, delayed or conditioned), 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 (or, if such Benchmark Replacement is in respect of the Benchmark, the use, administration or adoption of such Benchmark Replacement), (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. The Administrative Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to Section 4.7(f). Any determination, decision or election that may bebe made by the Administrative Agent, the Borrower or Lenders pursuant to this Section 4.7, 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 4.7. (e) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a SOFR Borrowing of, conversion to or continuation of SOFR 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, 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. (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 the Term SOFR Reference 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 (in consultation with the Borrower) or (B) the administrator of such Benchmark or 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 not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent may modify, in consultation with the Borrower, the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned 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 not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest PeriodPeriod for a Eurocurrency Loan: (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of manifest error) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurodollar Adjusted LIBOR Rate or with respect to any Eurocurrency Loan (the Canadian Cost of Funds Rate “Affected Rate”) for such Interest PeriodPeriod (including because the LIBOR Screen Rate is not available or published on a current basis), or (bii) the Administrative Agent shall have received notice from is advised by the Majority Facility Required Lenders in respect of the relevant Facility that the Eurodollar Adjusted LIBOR Rate or the Canadian Cost of Funds Rate determined or to be determined LIBOR Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lendersor Lender) of making or maintaining their affected Loans during (or its Loan) included in such borrowing for such Interest Period, the Administrative Agent shall give telecopy notice by electronic means or telephonic notice telephone thereof to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, given (xa) any Eurodollar Eurocurrency Loans or Canadian Cost to be made the rate of Funds Loans under interest applicable to which is based on the relevant Facility Affected Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, and (yb) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar or continued as Eurocurrency Loans or Canadian Cost the rate of Funds Loans interest applicable to which is based upon the Affected Rate shall be converted to or continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Eurocurrency Loans or Canadian Cost the rate of Funds Loans under interest applicable to which is based upon the relevant Facility Affected Rate shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert ABR Loans under to Eurocurrency Loans the relevant Facility rate of interest applicable to Eurodollar which is based upon the Affected Rate. (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 Screen Rate has made a public statement that the administrator of the LIBOR Screen Rate is insolvent (and there is no successor administrator that will continue publication of the LIBOR Screen Rate), (x) the administrator of the LIBOR Screen Rate has made a public statement identifying a specific date after which the LIBOR Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBOR Screen Rate), (y) the supervisor for the administrator of the LIBOR Screen Rate has made a public statement identifying a specific date after which the LIBOR Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for 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 LIBOR 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 LIBOR 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 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 in good faith 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 3.7(b), only to the extent the LIBOR Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Eurocurrency Loans or Canadian Cost of Funds requested to be made shall be made as ABR Loans, as the case may be(y) any request to convert ABR Loans to Eurocurrency Loans shall be ineffective and (z) any request to continue Eurocurrency Loans shall be ineffective and such Loans shall be converted to ABR Loans.

Inability to Determine Interest Rate. If prior to the first day Notwithstanding any other provision of any Interest Period: this Agreement, if (a) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds LIBOR Rate for such Interest Period (or the LIBOR Advantage Rate for such LA Interest Period), or or (b) the Administrative Agent Required Lenders shall have received notice from reasonably determine or the Majority Facility Lenders in Swingline Lender shall reasonably determine with respect of to the relevant Facility LIBOR Advantage Rate (which determination shall be conclusive and binding absent manifest error), that the Eurodollar LIBOR Rate or the Canadian Cost of Funds Rate determined or to be determined for such Interest Period will LIBOR Advantage Rate, as applicable, does not adequately and fairly reflect the cost to such Lenders of funding LIBOR Rate Loans (or LIBOR Advantage Loans, as conclusively certified by such Lendersapplicable) of making or maintaining their affected Loans that the Borrowers have requested be outstanding as a LIBOR Tranche during such Interest Period (or LA Interest Period, as applicable), the Administrative Agent shall forthwith give telecopy or telephonic telephone notice thereof of such determination, confirmed in writing, to the Borrower or the Canadian Borrowerapplicable Borrowers, as the case may be, Lenders and the relevant Lenders as soon as practicable thereafter. If such notice is given, Swingline Lender at least two (x2) any Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility requested Business Days prior to be made on the first day of such Interest Period (or LA Interest Period, as applicable). Unless the applicable Borrowers shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify its request regarding such LIBOR Rate Loans (or LIBOR Advantage Loans, as applicable), any Loans that were requested to be made as LIBOR Rate Loans (or LIBOR Advantage Loans, as applicable) shall be made as ABR Alternate Base Rate Loans or Canadian Prime Rate Loans, respectively, (y) and any Loans under the relevant Facility that were requested to have been be converted on the first day of such Interest Period to Eurodollar Loans into or Canadian Cost of Funds Loans shall be continued as ABR LIBOR Rate Loans (or Canadian Prime Rate LIBOR Advantage Loans, as the case may be, and (zapplicable) any outstanding Eurodollar Loans shall remain as or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime converted into Alternate Base Rate Loans, respectively. Until any such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made as, continued as, or continued as suchconverted into, nor shall the Borrower LIBOR Rate Loans (or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds LIBOR Advantage Loans, as applicable) for the case may beInterest Periods (or LA Interest Periods, as applicable) so affected.

Inability to Determine Interest Rate. If prior to the first day Notwithstanding any other provision of any Interest Period: this Credit Agreement, if (a) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) that, (i) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan or (ii) by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds LIBOR Rate for such Interest PeriodPeriod with respect to a proposed LIBOR Rate Loan or any Alternate Base Rate Loan as to which the interest rate is determined with reference to LIBOR, or or (b) the Administrative Agent Required Lenders shall have received notice from the Majority Facility Lenders in respect of the relevant Facility reasonably determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar LIBOR Rate or the Canadian Cost of Funds Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (of funding LIBOR Rate Loans that the Borrower has requested be outstanding as conclusively certified by such Lenders) of making or maintaining their affected Loans a LIBOR Rate Loan during such Interest PeriodPeriod or an Alternate Base Rate Loan as to which the interest rate is determined with reference to LIBOR, the Administrative Agent shall forthwith give telecopy or telephonic telephone notice thereof of such determination, confirmed in writing, to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, at least two (x2) any Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility requested Business Days prior to be made on the first day of such Interest Period Period. Unless the Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify their request regarding such LIBOR Rate Loans or Alternate Base Rate Loans as to which the interest rate is determined with reference to LIBOR, any Loans that were requested to be made as LIBOR Rate Loans or Alternate Base Rate Loans as to which the interest rate is determined with reference to LIBOR shall be made as ABR Alternate Base Rate Loans or Canadian Prime Rate Loans, respectively, (y) as to which the interest rate is not determined by reference to LIBOR and any Loans under the relevant Facility that were requested to have been be converted on the first day of such Interest Period to Eurodollar Loans into or Canadian Cost of Funds continued as LIBOR Rate Loans shall remain as or be continued converted into Alternate Base Rate Loans as ABR Loans or Canadian Prime Rate Loans, as to which the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, interest rate is not determined by reference to ABR Loans or Canadian Prime Rate Loans, respectivelyLIBOR. Until any such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made as, continued as, or continued converted into, LIBOR Rate Loans for the Interest Periods so affected or Alternate Base Rate Loans as such, nor shall to which the Borrower or the Canadian Borrower, as the case may be, have the right interest rate is determined with reference to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may beLIBOR.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest PeriodPeriod for a Eurocurrency Loan: (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of manifest error) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurodollar Adjusted LIBOR Rate or with respect to any Eurocurrency Loan (the Canadian Cost of Funds Rate “Affected Rate”) for such Interest PeriodPeriod (including because the LIBOR Screen Rate is not available or published on a current basis), or (bii) the Administrative Agent shall have received notice from is advised by the Majority Facility Required Lenders in respect of the relevant Facility that the Eurodollar Adjusted LIBOR Rate or the Canadian Cost of Funds Rate determined or to be determined LIBOR Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lendersor Lender) of making or maintaining their affected Loans during (or its Loan) included in such Borrowing for such Interest Period, the Administrative Agent shall give telecopy notice by electronic means or telephonic notice telephone thereof to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, given (xa) any Eurodollar Eurocurrency Loans or Canadian Cost to be made the rate of Funds Loans under interest applicable to which is based on the relevant Facility Affected Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, and (yb) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar or continued as Eurocurrency Loans or Canadian Cost the rate of Funds Loans interest applicable to which is based upon the Affected Rate shall be converted to or continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Eurocurrency Loans or Canadian Cost the rate of Funds Loans under interest applicable to which is based upon the relevant Facility Affected Rate shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert ABR Loans under to Eurocurrency Loans the relevant Facility rate of interest applicable to Eurodollar which is based upon the Affected Rate. (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 Screen Rate has made a public statement that the administrator of the LIBOR Screen Rate is insolvent (and there is no successor administrator that will continue publication of the LIBOR Screen Rate), (x) the administrator of the LIBOR Screen Rate has made a public statement identifying a specific date after which the LIBOR Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBOR Screen Rate), (y) the supervisor for the administrator of the LIBOR Screen Rate has made a public statement identifying a specific date after which the LIBOR Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for 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 LIBOR 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 LIBOR 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 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 in good faith 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 3.7(b), only to the extent the LIBOR Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Eurocurrency Loans or Canadian Cost of Funds requested to be made shall be made as ABR Loans, as the case may be(y) any request to convert ABR Loans to Eurocurrency Loans shall be ineffective and (z) any request to continue Eurocurrency Loans shall be ineffective and such Loans shall be converted 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 and the Canadian Borrower, as the case may be, in the absence of manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds Rate LIBOR for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders that (i) deposits in Dollars for the applicable amounts are not being offered to such Lenders in respect of the relevant Facility that the Eurodollar Rate London interbank eurodollar market for such Interest Period or the Canadian Cost of Funds Rate (ii) LIBOR 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 Advances during such Interest Period, the Administrative Agent shall give telecopy facsimile or telephonic notice thereof (a “Rate Determination Notice”) to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, during the thirty (x30) any Eurodollar Loans or Canadian Cost day period following such Rate Determination Notice (the “Negotiation Period”), the Borrower and the Administrative Agent shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis (having the written approval of Funds Loans under the relevant Facility requested Majority Lenders) for the Advances (a “Substitute Basis”), and if such Substitute Basis is so agreed upon during the Negotiation Period, such Substitute Basis shall apply in lieu of LIBOR for such Interest Period. If the Borrower and the Administrative Agent (with the written approval of the Majority Lenders) fail to be made agree upon a Substitute Basis within such thirty (30) day period, then at the option of the Borrower, either (i) the unpaid principal amount of the Advances shall become due and payable on the first date which is five (5) Business Days following the last day of such Negotiation Period, together with all accrued and unpaid interest thereon at the rate per annum equal to the Applicable Margin plus the rate determined by the Administrative Agent to have been necessary to maintain such unpaid principal amount during such period or (ii) the interest rate during such Interest Period applicable to each Lender’s Advances to which such Interest Period relates and effective from the commencement of such Interest Period shall be made (A) such rate as ABR Loans such Lender shall determine (in a certificate delivered by such Lender to the Administrative Agent (with any indication of such Lender’s cost of funds or Canadian Prime Rate Loans, respectively, related information contained in such certificate to be kept confidential by the Administrative Agent and not shared with the Borrower (yexcept on a no names basis) or any Loans under other Lender) to be necessary to compensate such Lender for its cost (rounded upward to the relevant Facility that were to have been converted on nearest 1/16 of 1%) of funding its Advances as of the first day commencement of such Interest Period to Eurodollar Loans or Canadian Cost for such Interest Period plus (B) the Applicable Margin. The Administrative Agent shall notify the Borrower of Funds Loans each such determination as promptly as practicable. If a Rate Determination Notice is given, no further Advances shall be continued as ABR Loans or Canadian Prime made until such Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice Determination Notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans Agent or Canadian Cost of Funds Loans under the relevant Facility a Substitute Basis has been agreed upon. The Administrative Agent shall be made or continued as such, nor shall the Borrower or the Canadian Borrowerwithdraw a Rate Determination Notice given hereunder when, as applicable (I) the case may be, Administrative Agent determines that the circumstances described in clause (a) above giving rise to such Rate Determination Notice no longer apply or (II) the Administrative Agent shall have received a notice from the right Majority Lenders that the circumstances described in clause (b) above giving rise to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may besuch Rate Determination Notice no longer apply.

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 and the Canadian Borrower, as the case may be, in the absence of manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or LIBO Rate, as applicable (including the Canadian Cost of Funds 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 Facility Lenders in respect of the relevant Facility that the Eurodollar Rate or the Canadian Cost of Funds 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 or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, given (x) any Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Base Rate Loans, respectively, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Loans shall be continued as ABR Base Rate Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest PeriodPeriod with respect thereto, to ABR Loans or Canadian Prime Base Rate Loans, respectively. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans Loans. (c) 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) have arisen and such circumstances are unlikely to be temporary or Canadian Cost (ii) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator of Funds 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 to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Rate); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 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 (c) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.17(c), 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 by the Borrower that requests the conversion of any Borrowing of Loans, or continuation of any borrowing of Loans as, a borrowing of Eurodollar Rate Loans shall be ineffective and (y) if any Borrowing Notice requests a borrowing of Eurodollar Rate Loans, such borrowing shall be made as the case may bea borrowing of Base Rate Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds LIBOR Base Rate for such Interest Period, or (b) the Administrative Agent or the Required Lenders shall have received notice from reasonably and in good faith determined (which determination shall be conclusive and binding upon the Majority Facility Lenders in respect of the relevant Facility Borrower) that the Eurodollar Rate or the Canadian Cost of Funds LIBOR Base 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) any Lender of making or maintaining their affected Loans during such Interest Period, the Administrative Agent (at its own election or at the direction of the Required Lenders) shall give telecopy or telephonic notice thereof to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, given (x) any Eurodollar LIBOR Rate Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Floating Rate Loans, respectively, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds LIBOR Rate Loans shall be continued as ABR Floating Rate Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar LIBOR Rate Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest PeriodPeriod with respect thereto, to ABR Loans or Canadian Prime Floating Rate Loans, respectively. Until such notice has been withdrawn by the Administrative AgentAgent (which the Administrative Agent shall promptly do when the applicable condition no longer exists or when so directed by the Required Lenders), no further Eurodollar LIBOR Rate Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under to LIBOR Rate Loans; provided, however, that the relevant Facility failure of the Administrative Agent to Eurodollar withdraw such notice promptly shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement. If at any time the Borrower and the Administrative Agent determine in good faith that (i) the circumstances set forth in clause (a) or Canadian Cost (b) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a) or (b) have not arisen but the supervisor for the administrator of Funds Loansthe LIBOR Base Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Base 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 LIBOR Base 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 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 8.2, 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 date a copy of such amendment is provided to the Lenders pursuant to Section 3.3(b), 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 may beof the circumstances described in clause (ii) of the first sentence of this paragraph, only to the extent the LIBOR Base 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 Loan to, or continuation of any Loan as, a LIBOR Rate Loan shall be ineffective and (y) if any borrowing request requests a LIBOR Rate Loan, such LIBOR Rate Loan shall be made as a Floating Rate Loan.

Inability to Determine Interest Rate. If prior to the first day Notwithstanding any other provision of any Interest Period: this Credit Agreement, if (a) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds Rate LIBOR for such Interest Period, or or (b) the Administrative Agent Required Lenders shall have received notice from the Majority Facility Lenders in respect of the relevant Facility reasonably determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar LIBOR Rate or the Canadian Cost of Funds Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (of funding LIBOR Rate Loans that the Borrower has requested be outstanding as conclusively certified by such Lenders) of making or maintaining their affected Loans a LIBOR tranche during such Interest Period, the Administrative Agent shall forthwith give telecopy or telephonic telephone notice thereof of such determination, confirmed in writing, to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, (x) any Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility requested at least two Business Days prior to be made on the first day of such Interest Period Period. Unless the Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify its request regarding such LIBOR Rate Loans, any Loans that were requested to be made as LIBOR Rate Loans shall be made as ABR Alternate Base Rate Loans and any Loans that were requested to be converted into or Canadian Prime continued as LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans, respectively, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until any such notice has been withdrawn by the Administrative AgentAgent (it being acknowledged and agreed that the Administrative Agent or the Required Lenders, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility as applicable, shall be made or continued as such, nor shall give prompt notice to the Borrower or the Canadian BorrowerAdministrative Agent, as applicable, when the case may beconditions which gave rise to the determination made pursuant to Section 2.13(a) or (b) shall no longer be applicable) no further Loans shall be made as, have continued as, or converted into, LIBOR Rate Loans for the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may beInterest Periods so affected.

Inability to Determine Interest Rate. If prior to the first day of any Interest PeriodPeriod for any LIBOR Loan in Dollars: (a) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of manifest error) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurodollar LIBOR Rate or the Canadian Cost of Funds Rate Adjusted LIBOR Rate, as applicable, for such LIBOR Loan in such currency for such Interest Period, or (b) the Administrative Agent shall have received written notice from the Majority Facility Lenders in respect of the relevant a Facility that the Eurodollar LIBOR Rate or the Canadian Cost of Funds Rate Adjusted LIBOR Rate, as applicable, determined or to be determined with respect to such LIBOR Loan under such Facility in such 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 respective Loans during such Interest Period, ; then the Administrative Agent shall give telecopy or telephonic notice thereof (which may be by telephone confirmed in writing) to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, given (xw) any Eurodollar LIBOR Loans or Canadian Cost of Funds Loans in Dollars under the relevant such Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectivelyafter consultation with the Borrower and the applicable Lenders, to compensate the applicable Lenders for such Loan in such currency for the applicable period plus the Applicable Margin, (yx) any Loans in Dollars under the relevant such Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds LIBOR Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (zy) any outstanding Eurodollar LIBOR Loans or Canadian Cost of Funds Loans in Dollars under the relevant such Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectivelyafter consultation with the Borrower and the applicable Lenders, to compensate the applicable Lenders for such Loan in such currency for the applicable period plus the Applicable Margin. The Administrative Agent shall withdraw such notice as soon as adequate and reasonable means exist for ascertaining the LIBOR Rate or the Adjusted LIBOR Rate, as applicable. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds LIBOR Loans under the relevant such Facility shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans to LIBOR Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may besuch Facility.

Inability to Determine Interest Rate. If prior (a) If, with respect to the first day of any Interest PeriodEurodollar Loan: (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the relevant Eurodollar Rate or the Canadian Cost of Funds Base Rate for such the applicable Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of that the relevant Facility that the Eurodollar Rate or the Canadian Cost of Funds Base Rate determined or to be determined for such the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified determined by such Lendersthem absent manifest error) of making or maintaining their affected Loans during such Interest Period, then, subject to Section 4.16(c), the Administrative Agent shall give telecopy or telephonic written notice thereof to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If thereafter and: (A) each outstanding Eurodollar Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan; (B) the obligations of the Lenders to make Eurodollar Loans or to Convert Base Rate Loans or Cost of Funds Loans into Eurodollar Loans shall be suspended until the Administrative Agent shall notify the Borrower that such notice is given, Lenders have determined that the circumstances causing such suspension no longer exist; (xC) any Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such the applicable Interest Period shall be made as ABR Loans or Canadian Prime Base Rate Loans, respectively, ; (yD) any Base Rate Loans under the relevant Facility that were to have been converted Converted on the first day of such the applicable Interest Period to Eurodollar Loans or Canadian shall Continue as Base Rate Loans; and (E) any Cost of Funds Loans that were to have been Converted on the first day of the applicable Interest Period to Eurodollar Loans shall be continued Continue as ABR Loans or Canadian Prime Base Rate Loans. (b) If, as the case may be, and (z) with respect to any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under Loan: (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant Facility market, adequate and reasonable means do not exist for ascertaining the relevant Cost of Funds Rate for the applicable Interest Period, or (ii) the Administrative Agent shall have received notice from the Required Lenders that the relevant Cost of Funds Rate determined or to be converteddetermined for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively determined by them absent manifest error) of making or maintaining their affected Loans during such Interest Period, then, subject to Section 4.16(c), the Administrative Agent shall give written notice thereof to the Borrower and the Lenders as soon as practicable thereafter and: (A) each outstanding Cost of Funds Loan will automatically, on the last day of the then-current then existing Interest PeriodPeriod therefor, Convert into a Base Rate Loan; (B) the obligations of the Lenders to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian make Cost of Funds Loans under or to Convert Base Rate Loans or Eurodollar Loans into Cost of Funds Loans shall be suspended until the relevant Facility Administrative Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist; (C) any Cost of Funds Loans requested to be made on the first day of the applicable Interest Period shall be made or continued as suchBase Rate Loans; (D) any Base Rate Loans that were to have been Converted on the first day of the applicable Interest Period to Cost of Funds Loans shall Continue as Base Rate Loans; and (E) any Eurodollar Loans that were to have been Converted on the first day of the applicable Interest Period to Cost of Funds Loans shall Continue as Base Rate Loans. (c) If, nor with respect to any Base Rate Loan (including, without limitation, any Eurodollar Loan that would otherwise have been Converted into a Base Rate Loan pursuant to Section 4.16(a) and any Cost of Funds Loan that would otherwise have been Converted into a Base Rate Loan pursuant to Section 4.16(b)), the Administrative Agent shall have received notice from the Required Lenders that the Applicable Margin plus the Base Rate is less than the Applicable Margin plus Cost of Funds Rate, then the Administrative Agent shall give written notice thereof to the Borrower and the Lender as soon as practicable thereafter and: (i) each outstanding Base Rate Loan will automatically, on the first day after the Administrative Agent received such notice, including, without limitation, any notice delivered pursuant to Section 4.16(a) or Section 4.16(b), from the Canadian BorrowerRequired Lenders, as Convert into a Cost of Funds Loan; (ii) the case may be, have obligations of the right Lenders to convert make Base Rate Loans under the relevant Facility or to Convert Eurodollar Loans or Canadian Cost of Funds Loans into Base Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower that the Required Lenders have determined that the circumstances causing such suspension no longer exist; (iii) any Base Rate Loans requested to be made shall be made as Cost of Funds Loans; (iv) any Eurodollar Loans that were to have been Converted to Base Rate Loans shall be Converted into Cost of Funds Loans; and (v) any Cost of Funds Loans that were to have been Converted to Base Rate Loans shall Continue as Cost of Funds Loans. (d) The Administrative Agent shall promptly revoke (i) any such notice pursuant to clause (a)(i) or (b)(i) above if the Administrative Agent determines that the relevant circumstances have ceased to exist and (ii) any such notice pursuant to clause (a)(ii), as (b)(ii) or (c) above upon receipt of notice from the case may beRequired Lenders that the relevant circumstances described in such clause (a)(ii), (b)(ii) or (c) have ceased to exist.

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 and the Canadian Borrower, as the case may be, in the absence of manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Adjusted LIBOR Rate or with respect to any Eurocurrency Loan (the Canadian Cost of Funds Rate “Affected 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 Canadian Cost of Funds 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 or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, given (xa) any Eurodollar Eurocurrency Loans or Canadian Cost the rate of Funds Loans under interest applicable to which is based on the relevant Facility Affected Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, and (yb) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar or continued as Eurocurrency Loans or Canadian Cost the rate of Funds Loans interest applicable to which is based upon the Affected Rate shall be converted to or continued as ABR Loans Loans. (b) Notwithstanding anything to the contrary contained in this Agreement or Canadian Prime the other Loan Documents, this Agreement and the other Loan Documents may be amended to replace the LIBOR Rate Loans(and the Adjusted LIBOR Rate) 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) as consented to by the Required Lenders and the Borrower; provided that the consent of the Required Lenders may bebe obtained through negative consent, which shall be deemed to be given so long as the Lenders are given notice of such amendment 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, further, that (i) any such successor rate shall be applied by the Administrative Agent in a manner consistent with market practice and (zii) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under to the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until extent such notice has been withdrawn by market practice is not administratively feasible for the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility 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 or the Canadian BorrowerAdministrative Agent, the Administrative Agent and the Borrower shall negotiate in good faith to amend the definition of LIBOR Rate (and Adjusted LIBOR Rate) and the other applicable provisions in this Agreement and the other Loan Documents to preserve 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 the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may beset forth above.

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 and the Canadian Borrower, as the case may be, in the absence of absent manifest error) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining Term SOFR, as applicable (including, without limitation, because the Eurodollar Term SOFR Reference Rate is not available or the Canadian Cost of Funds Rate published on a current basis), for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Facility that the Eurodollar Rate or the Canadian Cost of Funds Rate Term SOFR 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 or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, given (x) any Eurodollar Loans or Canadian Cost of Funds Term Benchmark Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Base Rate Loans, respectively, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Term Benchmark Loans shall be continued as ABR Base Rate Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Term Benchmark Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Base Rate Loans, respectively. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Term Benchmark Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans Term Benchmark Loans. Notwithstanding anything to the contrary herein or Canadian Cost in any other Fundamental Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of Funds Loansany setting of the then-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 (including any related adjustments) for all purposes hereunder and under any Fundamental 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 Credit Agreement or any other Fundamental 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 Fundamental 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 Credit Agreement or any other Fundamental 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 (b) Notwithstanding anything to the contrary herein or in any other Fundamental Document, 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 Fundamental Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Credit Agreement or any other Fundamental Document. (c) 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 3.1, 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 Credit Agreement or any other Fundamental Document, except, in each case, as expressly required pursuant to this Section 3.1. (d) Notwithstanding anything to the case contrary herein or in any other Fundamental 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) 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 ▇▇▇▇▇▇▇▇▇ 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 bemodify 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. (e) 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, conversion to or continuation of Term Benchmark 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 (A) solely with respect to any such request for a Term Benchmark Borrowing, an RFR Borrowing so long as the Daily Simple SOFR is not the subject of a Benchmark Transition Event or (B) an Base Rate Borrowing if the Daily Simple SOFR is the subject of a Benchmark Transition Event. 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 Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Furthermore, if any Term Benchmark 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 Relevant Rate applicable to such Term Benchmark Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 3.1, any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan, be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing so long as the Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) an Base Rate Loan if the Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day.

Inability to Determine Interest Rate. If Subject to Section 2.26, if, on or prior to the first day of any Interest Period: Period for any SOFR Loan, (a) the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) thatthat Adjusted Term SOFR cannot be determined pursuant to the definition thereof, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Required Lenders determine for any reason in respect connection with any request for a SOFR Loan or a conversion or a continuation there of the relevant Facility that the Eurodollar Rate or the Canadian Cost of Funds Rate determined or to be determined Adjusted Term SOFR for such any Interest Period will with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by funding of such Lenders) Loan, and the Required Lenders have provided notice of making or maintaining their affected Loans during such Interest Perioddetermination to the Administrative Agent, the Administrative Agent shall give telecopy or telephonic promptly notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower or the Canadian Borrower, as any obligation of the case may beLenders to make SOFR Loans, and any right of the relevant Lenders as soon as practicable thereafterBorrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. If Upon receipt of such notice is givennotice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to, or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for, or conversion to, ABR Loans in the amount specified therein and (ii) any Eurodollar outstanding affected SOFR Loans or Canadian Cost of Funds Loans under the relevant Facility requested to will be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, (y) any Loans under the relevant Facility that were deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the first day of such Interest Period amount so converted, together with any additional amounts required pursuant to Eurodollar Loans or Canadian Cost of Funds Section 2.21. Subject to Section 2.26, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn determined by the Administrative Agent, no further Eurodollar Loans or Canadian Cost Agent without reference to clause (c) of Funds Loans under the relevant Facility shall be made or continued as such, nor shall definition of ABR until the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may beAdministrative Agent revokes such determination.

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 and the Canadian Borrower, as the case may be, 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) do not exist for ascertaining the relevant Eurodollar Rate or the Canadian Cost of Funds Rate for such Interest Period, ; or (bii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant any Facility that the relevant Eurodollar Rate or the Canadian Cost of Funds Rate determined or to be determined for such Interest Period Period, as applicable, 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 under such Facility during such Interest Period, ; then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. . (b) If such notice is givengiven with respect to the Eurodollar Rate applicable to Eurodollar Loans under any Facility, (x) any such Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility Loan requested to be made under such Facility on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime a Base Rate Loans, respectivelyLoan, (y) any Base Rate Loans under the relevant such Facility that were to have been converted Converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds shall not be so Converted and shall continue as Base Rate Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant such Facility shall be converted, Converted on the last first day of the then-current such Interest Period, Period to ABR Loans or Canadian Prime Base Rate Loans, respectively. Until such notice has been withdrawn revoked by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant such Facility shall be made or continued Continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Convert Loans under such Facility into such Type. (c) The Administrative Agent shall promptly revoke (i) any such notice pursuant to clause (a)(i) above if the Administrative Agent determines that adequate and reasonable means exist for ascertaining the relevant Eurodollar Rate for the applicable Interest Period and (ii) any such notice pursuant to clause (a)(ii) above upon receipt of notice from the requisite Lenders under the applicable Facility necessary to Eurodollar Loans or Canadian Cost of Funds Loans, as give such notice in clause (a)(ii) that the case may berelevant circumstances described in such clause (a)(ii) have ceased to 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 and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate LIBOR or the Canadian Cost of Funds CD 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 LIBOR or the Canadian Cost of Funds CD 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 or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, given (x) any Eurodollar LIBOR Loans, CD Rate Loans or Canadian Cost of Funds Loans under LIBOR Competitive Loans, as the relevant Facility case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar LIBOR Loans or Canadian Cost of Funds Loans shall be continued as ABR Loans or Canadian Prime CD Rate Loans, as the case may be, shall be converted to or continued as ABR Loans and (z) any outstanding Eurodollar LIBOR Loans or Canadian Cost of Funds Loans under CD Rate Loans, as the relevant Facility case may be, shall be converted, on the last first day of the then-current such Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar LIBOR Loans, CD Rate Loans or Canadian Cost of Funds Loans under LIBOR Competitive Loans, as the relevant Facility case may be, shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar LIBOR Loans or Canadian Cost of Funds CD Rate Loans, as the case may be.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Specified Agent shall have determined (which determination determination, absent manifest error, shall be conclusive and binding upon the Borrower and the Canadian Specified Borrower, as the case may be, in the absence of manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds Specified Eurocurrency Rate for such Interest Period, or (b) the Administrative Specified Agent shall have received notice from the Majority Facility Lenders in respect holders of a majority of the relevant Facility Specified Loans subject to such Interest Period that the Eurodollar Rate or the Canadian Cost of Funds Specified Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Specified Lenders (as conclusively certified by such Specified Lenders) of making or maintaining their affected Specified Loans during such Interest Period, the Administrative Specified Agent shall give telecopy or telephonic notice thereof to the Specified Borrower or the Canadian Borrower, as the case may be, and the relevant Specified Lenders as soon as practicable thereafter. If such notice is given, given (x) any Eurodollar Specified Eurocurrency Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Base Rate Loans, respectively, (y) any Specified Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Eurocurrency Loans shall be converted to or continued as ABR Base Rate Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Specified Eurocurrency Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest PeriodPeriods therefor, to ABR Loans or Canadian Prime Base Rate Loans, respectively. Until such notice has been withdrawn by the Administrative AgentSpecified Agent (which the Specified Agent agrees to do when the circumstances that prompted the delivery of such notice no longer exist), no further Eurodollar Eurocurrency Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made or continued as such, nor shall the Specified Borrower or the Canadian Borrower, as the case may be, have the right to convert such Specified Loans under to Eurocurrency Loans. Notwithstanding the relevant Facility foregoing, until such notice has been withdrawn by the Specified Agent (which the Specified Agent agrees to Eurodollar do when the circumstances that prompted the delivery of such notice no longer exist), if a Base Rate is not available to the Specified Borrower, any Specified Loans or Canadian Cost Specified Obligations or other amounts due hereunder not subject to an Interest Period determined prior to such notice shall bear interest at a rate determined from time to time by the Specified Agent to be its cost of Funds maintaining its share of such Specified Loans, as Specified Obligations or other amounts plus the case may beApplicable Margin and any overdue percentage (to the extent chargeable at such time) pursuant to subsection 4.1(c).

Inability to Determine Interest Rate. If Subject to Section 2.21, if, on or prior to the first day of any Interest PeriodPeriod for any Term Loan: (a) the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) that, by reason of circumstances affecting that “Adjusted Term SOFR” cannot be determined pursuant to the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds Rate for such Interest Perioddefinition thereof, or (b) the Administrative Agent shall have received notice from the Majority Facility Required Lenders determine that for any reason in respect of the relevant Facility connection with any request for a Term Loan or a conversion thereto or a continuation thereof that the Eurodollar Rate or the Canadian Cost of Funds Rate determined or to be determined Adjusted Term SOFR for such any requested Interest Period will with respect to a proposed Term Loan does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or and maintaining their affected Loans during such Interest PeriodTerm Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent, the Administrative Agent shall give telecopy or telephonic will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower or the Canadian Borrower, as any obligation of the case may beLenders to make Term Loans, and any right of the relevant Lenders as soon as practicable thereafter. If such notice is given, (x) any Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility requested Borrower to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds continue Term Loans shall be continued as ABR suspended (to the extent of the affected Term Loans or Canadian Prime Rate Loansaffected Interest Periods) until the Administrative Agent (with respect to clause (b), as at the case instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may be, and revoke any pending request for a borrowing or continuation of Term Loans (z) any outstanding Eurodollar to the extent of the affected Term Loans or Canadian Cost affected Interest Periods). For the avoidance of Funds Loans under the relevant Facility shall be converteddoubt, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn any suspension by the Administrative Agent, no further Eurodollar Loans Agent or Canadian Cost the Required Lenders of Funds Loans under the relevant Facility shall be made or continued as such, nor shall right of the Borrower to continue Term Loans shall not constitute, or the Canadian Borrowerbe deemed to constitute, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost an Event of Funds Loans, as the case may beDefault 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 Borrower and the Canadian Borrower, as the case may be, in the absence of manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds LIBO 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 Canadian Cost of Funds 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 Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given: (i) if the affected Loans are LIBO Rate Dollar Loans, (xw) any Eurodollar Loans or Canadian Cost of Funds LIBO Rate Dollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Base Rate Loans, respectively, (yx) any Base Rate Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds LIBO Rate Dollar Loans shall be continued as ABR Loans or Canadian Prime Base Rate Loans, as the case may be, and (zy) any outstanding Eurodollar Loans or Canadian Cost of Funds LIBO Rate Dollar Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest PeriodPeriod with respect thereto, to ABR Base Rate Loans and (z) the obligations of the Lenders to make or continue LIBO Rate Dollar Loans or Canadian Prime to convert Base Rate Loans, respectively. Until Loans into LIBO Rate Dollar Loans shall be suspended until such notice has been withdrawn by the Administrative Agent; and (ii) if the affected Loans are Revolving Credit Euro Loans, no further Eurodollar (x) Revolving Credit Euro Loans will automatically, on the last day of the current Interest Period for such Loan, become due and payable and (y) the obligations of the Lenders to make or Canadian Cost of Funds continue Revolving Euro Credit Loans under the relevant Facility shall be made or continued as such, nor shall suspended until such notice has been withdrawn by the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may beAdministrative Agent.

Inability to Determine Interest Rate. If prior to the first day of any Interest PeriodPeriod for any LIBO Rate Loan: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of presumptively correct absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds LIBO 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 by reason of any changes arising after the Eurodollar Rate or date of this Agreement the Canadian Cost of Funds 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 Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, given (x) any Eurodollar Loans or Canadian Cost of Funds LIBO Rate Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Base Rate Loans, respectively, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds LIBO Rate Loans shall be continued as ABR Base Rate Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds LIBO Rate Loans under the relevant Facility shall be converted, on the last day of the then-current Interest PeriodPeriod with respect thereto, to ABR Loans or Canadian Prime Base Rate Loans, respectively. Until such notice has been withdrawn by the Administrative AgentAgent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist), no further Eurodollar Loans or Canadian Cost of Funds LIBO Rate Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds LIBO Rate Loans, as the case may be.

Inability to Determine Interest Rate. If prior to the first day Notwithstanding any other provision of any Interest Period: this Credit Agreement, if (ai) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds Rate LIBOR for such Interest Period, or or (bii) the Administrative Agent Required Lenders shall have received notice from the Majority Facility Lenders in respect of the relevant Facility reasonably determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar LIBOR Rate or the Canadian Cost of Funds Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (of funding LIBOR Rate Loans that a Borrower has requested be outstanding as conclusively certified by such Lenders) of making or maintaining their affected Loans a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telecopy or telephonic telephone notice thereof of such determination, confirmed in writing, to the Borrower or the Canadian such Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafterat least two Business Days prior to the first day of such Interest Period. If such notice is given, given (xa) any Eurodollar Foreign Currency Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made made, at the sole option of the applicable Borrower, in Dollars as ABR Alternate Base Rate Loans or Canadian Prime Rate Loans, respectivelysuch request shall be cancelled, (yb) any affected LIBOR Rate Loans under requested to be made on the relevant Facility first day of such Interest Period shall be made, at the sole option of the applicable Borrower, in Dollars as Alternate Base Rate Loans and (c) any affected Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds continued as LIBOR Rate Loans shall be continued converted to or continued, at the sole option of the applicable Borrower, in Dollars as ABR Loans or Canadian Prime Alternate Base Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until any such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made as, continued as, or continued as suchconverted into, nor shall LIBOR Rate Loans for the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may beInterest Periods so affected.

Inability to Determine Interest Rate. If (a) In the event, and on each occasion, that on the day two Business Days prior to the first day commencement of any Interest Period: (a) Period for a Eurocurrency Borrowing of any Type, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, that Dollar deposits or deposits in the absence Alternative Currency in which such Borrowing is to be denominated in the principal amounts of manifest error) that, by reason of circumstances affecting the relevant Loans comprising such Borrowing are not generally available in the London interbank market, adequate and or that reasonable means do not exist for ascertaining the Eurodollar LIBO Rate or EURIBO Rate, the Canadian Cost Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of Funds Rate for such Interest Perioddetermination to the applicable Borrower and the Lenders and, or (b) until the Administrative Agent shall have received advised the applicable Borrower and the Lenders that the circumstances giving rise to such notice from no longer exist, (i) any request by a Borrower for a Eurocurrency Competitive Borrowing pursuant to Section 2.06 shall be of no force or effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Term Borrowing, Eurocurrency Standby Borrowing of the affected Type or in the affected currency shall be deemed to be a request for a Base Rate Borrowing denominated in Dollars and (iii) any Interest Election Request that requests the conversion of any Standby Borrowing and/or Term Borrowing to, or continuation of any Standby Borrowing or Term Borrowing, as applicable, as, a Eurocurrency Borrowing shall be ineffective, and unless repaid such Borrowing shall be converted to or continued on the last day of the Interest Period applicable thereto (A) if such Borrowing is denominated in Dollars, as a Base Rate Borrowing, or (B) if such Borrowing is denominated in any Alternative Currency, as a Borrowing bearing interest at such rate as the Administrative Agent shall determine adequately and fairly reflects the cost to the affected Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period (which shall at no time be less than 0.00% per annum) plus the Applicable Margin. (b) In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowing of any Type the Administrative Agent shall have been advised by the Majority Facility Lenders in respect of the relevant Facility that the Eurodollar Rate rates at which Dollar deposits or deposits in the Canadian Cost of Funds Rate determined or Alternative Currency in which such Borrowing is to be determined for denominated in the principal amounts of the Loans comprising such Interest Period Borrowing are being offered will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Eurocurrency Loans during such Interest Period, the Administrative Agent, may in consultation with the affected Lenders, give written or telecopy notice of such determination to the Company, the applicable Borrower and the applicable Lenders and until the Administrative Agent shall give telecopy have advised the Company, the applicable Borrower and the applicable Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a Borrower for a Eurocurrency Competitive Borrowing pursuant to Section 2.06 may be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Standby Borrowing of the affected Type or telephonic notice thereof in the affected currency may deemed to be a request for a Base Rate Borrowing denominated in Dollars, (iii) any request by a Borrower for a Eurocurrency Term Borrowing of the Borrower affected Type may deemed to be a request for a Base Rate Borrowing and (iv) any Interest Election Request that requests the conversion of any Term Borrowing and/or Standby Borrowing to, or the Canadian Borrowercontinuation of any Term Borrowing and/or Standby Borrowing, as the case applicable, a Eurocurrency Borrowing may bebe deemed ineffective, and the relevant Lenders as soon as practicable thereafter. If unless repaid such notice is given, (x) any Eurodollar Loans Borrowing may be converted to or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period applicable thereto (A) if such Borrowing is denominated in Dollars, as a Base Rate Borrowing, or (B) if such Borrowing is denominated in any Alternative Currency, as a Borrowing bearing interest at such rate as the Administrative Agent shall determine adequately and fairly reflects the cost to the applicable Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (which shall at no time be less than 0.00% per annum), as notified to the Company no later than one Business Day prior to the last day of such applicable Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn plus the Applicable Margin. (c) Each determination by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans Agent under the relevant Facility this Section 2.17 shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may beconclusive absent manifest error.

Inability to Determine Interest Rate. If prior to the first day Notwithstanding any other provision of any Interest Period: this Agreement, if (a) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the Eurodollar LIBOR Rate or the Canadian Cost of Funds BBR Rate for such Interest Period, or or (b) the Administrative Agent Required Lenders shall have received notice from the Majority Facility Lenders in respect of the relevant Facility reasonably determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar LIBOR Rate or the Canadian Cost of Funds BBR Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (of funding LIBOR Rate Loans or BBR Rate Loans, respectively, that the Borrower has requested be outstanding as conclusively certified by such Lenders) of making a LIBOR or maintaining their affected Loans BBR Rate Tranche during such Interest Period, the Administrative Agent shall forthwith give telecopy or telephonic telephone notice thereof of such determination, confirmed in writing, to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, at least two (x2) any Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility requested Business Days prior to be made on the first day of such Interest Period Period. Unless the Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify its request regarding such LIBOR Rate Loans or BBR Rate Loans, any Loans that were requested to be made in Dollars as LIBOR Rate Loans shall be made as ABR Alternate Base Rate Loans and any Loans that were requested to be converted into or Canadian Prime continued as LIBOR Rate Loans in Dollars shall remain as or be converted into Alternate Base Rate Loans, respectively, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until any such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made as, continued as, or continued as suchconverted into, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar LIBOR Rate Loans or Canadian Cost of Funds Loans, as BBR Rate Loans for the case may beInterest Periods so affected.

Inability to Determine Interest Rate. If prior in connection with any request for a Eurodollar Loan or a conversion to the first day of any Interest Period: or continuation thereof, (a) the Administrative Agent shall have determined determines that (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, i) Dollar deposits are not being offered to banks in the absence London interbank eurodollar market for the applicable amount and Interest Period of manifest errorsuch Eurodollar Loan, or (ii) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Loan or the Canadian Cost of Funds Rate for such Interest Periodin connection with an existing or proposed ABR Loan (in each case with respect to clause (a) above, or “Impacted Loans”), or (b) the Administrative Agent shall have received notice from or the Majority Facility Required Lenders in respect of the relevant Facility determine that for any reason the Eurodollar Rate or the Canadian Cost of Funds 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 PeriodEurodollar Loan, the Administrative Agent shall give telecopy or telephonic notice thereof to will promptly so notify the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereaftereach Lender. If such notice is givenThereafter, (x) any the obligation of the Lenders to make or maintain Eurodollar Loans shall be suspended (to the extent of the affected Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, Periods) and (y) any Loans under in the relevant Facility that were event of a determination described in the preceding sentence with respect to have been converted on the first day 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 upon the instruction of the Required Lenders revokes such notice. Upon receipt of such Interest Period 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 Canadian Cost of Funds Loans shall Interest Periods) or, failing that, will be continued as deemed to have converted such request into a request for ABR Loans or Canadian Prime Rate Loansin the amount specified therein. Notwithstanding the foregoing, as if the case may beAdministrative Agent has made the determination described in this Section, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans or Canadian Cost of Funds until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the relevant Facility shall be made first sentence of this Section, (2) the Administrative Agent or continued as such, nor shall the Required Lenders notify the Administrative Agent and the Borrower or that such alternative interest rate does not adequately and fairly reflect the Canadian Borrower, as cost to such Lenders of funding the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Impacted Loans, as 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 case may beauthority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period:Period (with respect to a Eurocurrency Borrowing) or the first Business Day of any week (with respect to a Weekly Reset LIBO Rate): (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar LIBO Rate required to determine the applicable Adjusted LIBO Rate or the Canadian Cost of Funds Rate for such Interest PeriodWeekly Reset LIBO Rate, or (b) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Facility that the Eurodollar LIBO Rate required to determine the applicable Adjusted LIBO Rate or the Canadian Cost of Funds Weekly Reset 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 Loans during such Interest PeriodLoans, the Administrative Agent shall give telecopy facsimile or telephonic notice thereof to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, given (xw) any Eurodollar Eurocurrency Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Weekly Reset LIBO Rate Loans, respectively, (yx) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Eurocurrency Loans shall be continued as ABR Loans or Canadian Prime Weekly Reset LIBO Rate Loans, as the case may be, and (zy) any outstanding Eurodollar Eurocurrency Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Weekly Reset LIBO Rate Loans, respectivelyand (z) the Weekly Reset LIBO Rate shall be the Prime Rate, as provided in the definition of “Weekly Reset LIBO Rate” in Section 1.1. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Eurocurrency Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Eurocurrency Loans, as the case may be.

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 Company and the Canadian Borrower, as the case may be, in the absence of manifest errorSubsidiary Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period or the Canadian Cost of Funds Offshore Rate for such Interest PeriodPeriod in respect of any Eligible Offshore Currency, or (b) or the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Facility that the Eurodollar Rate or the Canadian Cost of Funds Offshore Rate determined or to be determined for such Interest Period in respect of any Eurodollar Loan or Revolving Offshore Loan in an Eligible 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 a Fronting Lender shall have determined (which determination shall be conclusive and binding upon the Company and the Subsidiary Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Cost of Funds for such Interest Period in respect of any Fronted Offshore Currency (any such Eligible Offshore Currency or Fronted Offshore Currency is referred to as an "Affected Offshore Currency"), then the Administrative Agent (or the relevant Fronting Lender in the cause of clause (c) above) shall give telecopy or telephonic notice thereof to the Borrower or Company and the Canadian BorrowerLenders (and, as in the case may beof any notice by a Fronting Lender, and the relevant Lenders Administrative Agent) as soon as practicable thereafter. If such notice is givengiven (y) pursuant to either clause (a) or (b) of this subsection 6.8 in respect of Eurodollar Loans, then (xi) any Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Base Rate Loans, respectively, (yii) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Loans shall be continued as ABR Base Rate Loans or Canadian Prime Rate Loans, as the case may be, and (ziii) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last first day of the then-current such Interest Period, to ABR Base Rate Loans or Canadian Prime Rate and (z) in respect of any Offshore Currency Loans, respectivelythen (i) any Offshore Currency Loans in an Affected Offshore Currency requested to be made on the first day of such Interest Period shall not be made and (ii) any outstanding Offshore Currency Loans in an Affected Offshore Currency shall be due and payable on the first day of such Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Offshore Currency Loans under the relevant Facility in an Affected Offshore Currency shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, Company have the right to convert Base Rate Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may be.

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 and the Canadian Borrower, as the case may be, in the absence of manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Adjusted Term SOFR Rate (including because the Term SOFR Reference Rate is not available or the Canadian Cost of Funds Rate published on a current basis) for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Facility that the Eurodollar Rate or the Canadian Cost of Funds 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 or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, then (x) any Eurodollar Term Benchmark Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, (y) any Revolving Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Term Benchmark Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Term Benchmark Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Term Benchmark Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Revolving Loans to Term Benchmark 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 2.11), 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 relevant Facility 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 Eurodollar Loans the Lenders without any amendment to, or Canadian Cost further action or consent of Funds Loansany 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 2.11, 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 2.11. (e) Notwithstanding anything to the case 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 bemodify 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 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 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 Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 2.11, any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan, be converted by the Administrative Agent to, and shall constitute, an ABR Loan.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period: (a) event that the Administrative Agent Bank shall have determined (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of manifest errorCo-Borrowers) that, by reason of circumstances affecting the relevant London interbank market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or Reserve Adjusted Libor applicable pursuant to Section 3.01(b) for any requested Interest Period with respect to (a) the Canadian Cost making of Funds Rate for such Interest Periodan LIBOR Loan, or (b) the Administrative Agent shall have received notice a LIBOR Loan that will result from the Majority Facility Lenders in respect requested conversion of a Prime Rate Loan into a LIBOR Loan, or (c) the continuation of a LIBOR Loan beyond the expiration of the relevant Facility that the Eurodollar Rate or the Canadian Cost of Funds Rate determined or to be determined for such then current 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 Periodwith respect thereto, the Administrative Agent Bank shall forthwith give telecopy or telephonic notice thereof of such determination, confirmed in writing, to the Borrower or the Canadian BorrowerCo-Borrowers at least one Business Day prior to, as the case may be, and the relevant Lenders as soon as practicable thereafterrequested Borrowing Date for such LIBOR Loan, the conversion date of such Prime Rate Loan or the last day of such Interest Period. If such notice is given, given (xa) any Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility requested LIBOR Loan that was to be have been made on the first day of such Interest Period shall be made as ABR Loans or Canadian a Prime Rate Loans, respectivelyLoan, (yb) any Loans under the relevant Facility Prime Rate Loan that were was to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Loans a LIBOR Loan shall be continued as ABR Loans or Canadian a Prime Rate Loans, as the case may be, Loan and (zc) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility LIBOR Loan shall be converted, on the last day of the then-then current Interest PeriodPeriod with respect thereto, to ABR Loans or Canadian a Prime Rate Loans, respectivelyLoan. Until such notice has been withdrawn by the Administrative AgentBank, no further Eurodollar Loans or Canadian Cost which notice of Funds Loans under the relevant Facility withdrawal shall be made or continued as suchgiven promptly after the Bank determines that such conditions no longer exist, nor the Co-Borrowers shall the Borrower or the Canadian Borrower, as the case may be, not have the right to request a LIBOR Loan or to convert Loans under the relevant Facility a Prime Rate Loan to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may bea LIBOR Loan.

Inability to Determine Interest Rate. If prior to the first day Notwithstanding any other provision of any Interest Period: this Agreement, if (ai) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) that, (A) by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining LIBOR for an Interest Period or for an Alternative Currency, (B) a fundamental change has occurred in the Eurodollar Rate foreign exchange or the Canadian Cost of Funds Rate interbank markets with respect to any Alternative Currency (including, without limitation, changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls) or (C) it has become otherwise materially impractical for such Interest Period, or (b) the Administrative Agent or the Lenders to make any Loan in an Alternative Currency, or (ii) the Required Lenders shall have received notice from the Majority Facility Lenders in respect of the relevant Facility reasonably determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar LIBOR Rate or the Canadian Cost of Funds Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (of funding LIBOR Rate Loans that the Borrower has requested be outstanding as conclusively certified by such Lenders) of making or maintaining their affected Loans a LIBOR Tranche during such an Interest Period, the Administrative Agent shall forthwith give telecopy or telephonic telephone notice thereof of such determination, confirmed in writing, to the Borrower and the Lenders. Unless the Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or the Canadian Borrowermodify its request regarding such LIBOR Rate Loans or Alternative Currency Loans, as the case may beapplicable, and the relevant Lenders as soon as practicable thereafter. If such notice is given, (x) any Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility that were requested to be made on the first day of such Interest Period as LIBOR Rate Loans or Alternative Currency Loans, as applicable, shall be made as ABR Alternate Base Rate Loans in Dollars and any Loans that were requested to be converted into or continued as LIBOR Rate Loans or Canadian Prime Rate Loans, respectively, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Loans shall be continued as ABR Loans or Canadian Prime Rate Alternative Currency Loans, as the case may beapplicable, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR converted into Alternate Base Rate Loans or Canadian Prime Rate Loans, respectivelyin Dollars. Until any such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made as, continued as, or continued as suchconverted into, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar LIBOR Rate Loans or Canadian Cost of Funds Alternative Currency Loans, as applicable, for the case may beInterest Periods or Alternative Currencies so affected.

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 and the Canadian Borrower, as the case may be, in the absence of manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining Adjusted Term SOFR with respect to any Term SOFR Loan (the Eurodollar Rate or the Canadian Cost of Funds Rate “Affected 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 Canadian Cost of Funds 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 or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, given (xa) any Eurodollar Term SOFR Loans or Canadian Cost the rate of Funds Loans under interest applicable to which is based on the relevant Facility Affected Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, and (yb) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar or continued as Term SOFR Loans or Canadian Cost the rate of Funds Loans interest applicable to which is based upon the Affected Rate shall be converted to or continued as ABR Loans Loans. (b) Notwithstanding anything to the contrary contained in this Agreement or Canadian Prime Rate Loansthe other Loan Documents, this Agreement and the other Loan Documents may be amended to replace Term SOFR (and Adjusted Term 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) as consented to by the Required Lenders and the Borrower; provided that the consent of the Required Lenders may bebe obtained through negative consent, which shall be deemed to be given so long as the Lenders are given notice of such amendment 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, further, that (i) any such successor rate shall be applied by the Administrative Agent in a manner consistent with market practice and (zii) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under to the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until extent such notice has been withdrawn by market practice is not administratively feasible for the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility 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 or the Canadian BorrowerAdministrative Agent, the Administrative Agent and the Borrower shall negotiate in good faith to amend the definition of Term SOFR (and Adjusted Term SOFR) and the other applicable provisions in this Agreement and the other Loan Documents to preserve 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 the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may beset forth above.

Inability to Determine Interest Rate. If prior to the first day Notwithstanding any other provision of any Interest Period: this Credit Agreement, if (ai) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds Rate LIBOR for such Interest Period, or or (bii) the Administrative Agent Required Lenders shall have received notice from the Majority Facility Lenders in respect of the relevant Facility reasonably determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar LIBOR Rate or the Canadian Cost of Funds Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (of funding LIBOR Rate Loans that a Borrower has requested be outstanding as conclusively certified by such Lenders) of making or maintaining their affected Loans a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telecopy or telephonic telephone notice thereof of such determination, confirmed in writing, to the Borrower or the Canadian such Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafterat least two Business Days prior to the first day of such Interest Period. If such notice is given, given (xa) any Eurodollar Foreign Currency Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made made, at the sole option of the applicable Borrower, in Dollars as ABR Alternate Base Rate Loans or Canadian Prime Rate Loans, respectivelysuch request shall be cancelled, (yb) any affected LIBOR Rate Loans under the relevant Facility that were requested to have been converted be made on the first day of such Interest Period shall be made, at the sole option of the applicable Borrower, in Dollars as Alternate Base Rate Loans and (c) any affected Loans that on the first day of such Interest Period were to Eurodollar Loans have been converted to or Canadian Cost of Funds continued as LIBOR Rate Loans shall be continued converted to or continued, at the sole option of the applicable Borrower, in Dollars as ABR Loans or Canadian Prime Alternate Base Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until any such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made as, continued as, or continued as suchconverted into, nor shall LIBOR Rate Loans for the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may beInterest Periods so affected.

Inability to Determine Interest Rate. If prior to the first day commencement of any Interest PeriodPeriod for any Eurodollar Loan: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds 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 by reason of any changes arising after the date of this Agreement the Eurodollar Rate or the Canadian Cost of Funds 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 email or telephonic notice thereof to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, given (x) any Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest PeriodPeriod with respect thereto, to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn by the Administrative AgentAgent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist), no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans. Notwithstanding the foregoing, in the case of a pending request for a Eurodollar Loan as to which the Administrative Agent has made the determination described in clause (a) of the first sentence of this Section, the Administrative Agent, in consultation with the Borrower and the relevant Lenders, may establish an alternative interest rate that reflects the all-in-cost of funds to the Lenders for funding Loans in the applicable currency and amount, and with the same Interest Period as the Eurodollar Loan requested to be made, converted or Canadian Cost of Funds Loanscontinued, as the case may bebe (the “Impacted Loans”), in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (x) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this Section, (y) 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 (z) 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 prior to In the first day of any Interest Period: event that (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of manifest error) that, by reason of circumstances affecting the relevant interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurodollar LIBO Rate applicable for any requested Interest Period with respect to a Syndicated Borrowing comprised of LIBO Rate Loans requested hereunder or (ii) the Canadian Cost of Funds Rate for such Interest Period, or (b) Required Lenders shall have informed the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility writing that the Eurodollar LIBO Rate or the Canadian Cost of Funds 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 its LIBO Rate Syndicated Loans during such the Interest Period, the Administrative Agent shall forthwith give telecopy or telephonic notice thereof notice, confirmed in writing, of such determination to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafterat least one day prior to the first day of such Interest Period for such Syndicated Borrowing comprised of LIBO Rate Loans. If such notice is given, (x) any Eurodollar requested Syndicated Borrowing comprised of LIBO Rate Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such Interest Period shall may be made as ABR Loans or Canadian Prime a Base Rate Loans, respectively, Borrowing if the Borrower wishes to make the Borrowing on such terms and so notifies the Administrative Agent; (y) any Loans under the relevant Facility Base Rate Borrowings that were to have been converted on the first day Converted to Syndicated Borrowings comprised of such Interest Period to Eurodollar Loans or Canadian Cost of Funds LIBO Rate Loans shall be continued as ABR Loans or Canadian Prime Base Rate Loans, as the case may be, Borrowings and (z) any outstanding Eurodollar Syndicated Borrowings comprised of LIBO Rate Loans or Canadian Cost of Funds Loans under the relevant Facility shall be convertedConverted, on the last day of the then-current such Interest Period, to ABR Loans or Canadian Prime Base Rate Loans, respectivelyBorrowings. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower Agent or the Canadian BorrowerRequired Lenders, as the case may be, no further Syndicated Borrowings comprised of LIBO Rate Loans shall be made or continued as such nor shall the Borrower have the right to convert Loans under the relevant Facility Convert Base Rate Borrowings to Eurodollar Loans or Canadian Cost Syndicated Borrowings comprised of Funds LIBO Rate Loans, as the case may be.

Inability to Determine Interest Rate. If prior Subject to the first day Section 2.17(b), if, as of any Interest Perioddate: (ai) the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) that, by reason of circumstances affecting that “Term SOFR” cannot be determined pursuant to the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds Rate for such Interest Perioddefinition thereof, or (bii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders determine that for any reason, in respect of the relevant Facility connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that the Eurodollar Rate or the Canadian Cost of Funds Rate determined or to be determined “Term SOFR” for such any requested Interest Period will with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or and maintaining their affected Loans during such Interest PeriodLoan, and the Required Lenders have provided notice of such determination to the Administrative Agent, the Administrative Agent shall give telecopy or telephonic will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower or the Canadian Borrower, as any obligation of the Lenders to make and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans shall be suspended (to the extent of the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or, in the case may beof SOFR Loans, continuation of SOFR Loans (to the extent of the affected Interest Periods) or, 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 in the amount specified therein and the relevant Lenders as soon as practicable thereafter. If such notice is given, (xii) any Eurodollar outstanding affected SOFR Loans or Canadian Cost of Funds Loans under the relevant Facility requested to will be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, (y) any Loans under the relevant Facility that were deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the first day of such Interest Period amount so converted, together with any additional amounts required pursuant to Eurodollar Loans or Canadian Cost of Funds Section 2.21. Subject to Section 2.17(b), if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, in each case on any given day, the interest rate on ABR Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn determined by the Administrative Agent, no further Eurodollar Loans or Canadian Cost Agent without reference to clause (c) of Funds Loans under the relevant Facility shall be made or continued as such, nor shall definition of “ABR” until the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may beAdministrative Agent revokes such determination.

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 and the Canadian Borrower, as the case may be, in the absence of manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds LIBOR Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Facility that the Eurodollar Rate or the Canadian Cost of Funds LIBOR 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 or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, given (x) any Eurodollar LIBOR Rate Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, (y) any Revolving Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds LIBOR Rate Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar LIBOR Rate Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar LIBOR Rate Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Revolving Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds LIBOR Rate Loans, as the case may benor shall any LIBOR Rate Swingline Loans be made.

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 and the Canadian Borrower, as the case may be, in the absence of manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or LIBO Rate, as applicable (including the Canadian Cost of Funds 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 Facility Lenders in respect of the relevant Facility that the Eurodollar Rate or the Canadian Cost of Funds 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 shall give telecopy or telephonic notice thereof to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, given (x) any Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Base Rate Loans, respectively, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Loans shall be continued as ABR Base Rate Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest PeriodPeriod with respect thereto, to ABR Loans or Canadian Prime Base Rate Loans, respectively. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans Loans. (d) 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) have arisen and such circumstances are unlikely to be temporary or Canadian Cost (ii) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator of Funds 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 to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Rate); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 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 (c) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.17(c), 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 by the Borrower that requests the conversion of any Borrowing of Loans, or continuation of any borrowing of Loans as, a borrowing of Eurodollar Rate Loans shall be ineffective and (y) if any Borrowing Notice requests a borrowing of Eurodollar Rate Loans, such borrowing shall be made as the case may bea borrowing of 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 and the Canadian Borrower, as the case may be, in the absence of manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means (including, without limitation, by means of an Interpolated Rate) do not exist for ascertaining the Eurodollar Base Rate or the Canadian Cost of Funds Rate Eurodollar Rate, as applicable, 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 Base Rate or the Canadian Cost of Funds Rate Eurodollar Rate, as applicable, 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 or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, given (x) any Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn by the Administrative AgentAgent (which notice shall be so withdrawn, by giving telecopy or telephonic notice thereof to the Borrower and the relevant Lenders, as soon as practicable after the relevant circumstances have ceased to be applicable), no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may be.

Inability to Determine Interest Rate. If prior to the first day of any Interest PeriodPeriod with respect to any LIBOR Loan or the determination on any day of the CIBC Offered Rate to be applicable to any CIBC Offered Rate Loan: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar LIBO Adjusted Rate or the Canadian Cost of Funds CIBC Offered Rate for such Interest PeriodPeriod or day, as the case may be, or (b) the Administrative Agent shall have received notice from the Majority Facility Tranche A Lenders in respect of or the relevant Facility Majority Tranche B Lenders, as the case may be, that the Eurodollar LIBO Adjusted Rate or the Canadian Cost of Funds CIBC Offered 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 or for such day, as the case may be, then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, any (xi)(A) any Eurodollar LIBOR Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such Interest Period and (B) CIBC Offered Rate Loans requested to be made on the requested borrowing date shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar applicable Tranche and (ii) outstanding LIBOR Loans or Canadian Cost of Funds CIBC Offered Rate Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, converted on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime in the case of LIBOR Loans, and on such date such notice is given, in the case of CIBC Offered Rate Loans, respectivelyto Prime Rate Loans under the applicable Tranche; provided that (1) for purposes of subparagraph (i)(A) above, any Tranche A LIBOR Loans requested to be made in Canadian Dollars will be made in U.S. Dollars in an amount equal to the US$ Equivalent of such requested borrowing and (2) for purposes of subparagraph (ii) above, any outstanding Tranche A LIBOR Loans denominated in Canadian Dollars will be converted or continued in U.S. Dollars in an amount equal to the US$ Equivalent of such Tranche A LIBOR Loan. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar LIBOR Loans or Canadian Cost of Funds CIBC Offered Rate Loans under the relevant Facility shall be made or continued as such, nor such but shall the Borrower be made or the Canadian Borrower, continued as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Prime Rate Loans, as the case may be.

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 and the Canadian Borrower, as the case may be, in the absence of manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds Rate LIBOR for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders that (i) deposits in Euros for the applicable amounts are not being offered to such Lenders in respect of the relevant Facility that the Eurodollar Rate London interbank euro market for such Interest Period or the Canadian Cost of Funds Rate (ii) LIBOR 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 Advances during such Interest Period, the Administrative Agent shall give telecopy facsimile or telephonic notice thereof (a “Rate Determination Notice”) to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, during the thirty (x30)-day period following such Rate Determination Notice (the “Negotiation Period”), the Borrower and the Administrative Agent shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis (having the written approval of the Majority Lenders) any Eurodollar Loans or Canadian Cost for the Advances (a “Substitute Basis”), and if such Substitute Basis is so agreed upon during the Negotiation Period, such Substitute Basis shall apply in lieu of Funds Loans under LIBOR for such Interest Period. If the relevant Facility requested Borrower and the Administrative Agent (with the written approval of the Majority Lenders) fail to be made agree upon a Substitute Basis within such thirty (30)-day period, then at the option of the Borrower, either (i) the unpaid principal amount of the Advances shall become due and payable on the first date which is five (5) Business Days following the last day of such Negotiation Period, together with all accrued and unpaid interest thereon at the rate per annum equal to the Applicable Margin plus the rate determined by the Administrative Agent to have been necessary to maintain such unpaid principal amount during such period or (ii) the interest rate during such Interest Period applicable to each Lender’s Advances to which such Interest Period relates and effective from the commencement of such Interest Period shall be made (A) such rate as ABR Loans such Lender shall determine (in a certificate delivered by such Lender to the Administrative Agent (with any indication of such Lender’s cost of funds or Canadian Prime Rate Loans, respectively, related information contained in such certificate to be kept confidential by the Administrative Agent and not shared with the Borrower (yexcept on a no names basis) or any Loans under other Lender) to be necessary to compensate such Lender for its cost (rounded upward to the relevant Facility that were to have been converted on nearest 1/16 of 1 %) of funding its Advances as of the first day commencement of such Interest Period to Eurodollar Loans or Canadian Cost for such Interest Period plus (B) the Applicable Margin. The Administrative Agent shall notify the Borrower of Funds Loans each such determination as promptly as practicable. If a Rate Determination Notice is given, no further Advances shall be continued as ABR Loans or Canadian Prime made until such Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice Determination Notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans Agent or Canadian Cost of Funds Loans under the relevant Facility a Substitute Basis has been agreed upon. The Administrative Agent shall be made or continued as such, nor shall the Borrower or the Canadian Borrowerwithdraw a Rate Determination Notice given hereunder when, as applicable (I) the case may be, Administrative Agent determines that the circumstances described in clause (a) above giving rise to such Rate Determination Notice no longer apply or (II) the Administrative Agent shall have received a notice from the right Majority Lenders that the circumstances described in clause (b) above giving rise to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may besuch Rate Determination Notice no longer apply.

Inability to Determine Interest Rate. If Subject to Section 3.11, if, on or prior to the first day of any Interest PeriodPeriod for any SOFR Loan: (a) the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) that, by reason of circumstances affecting that “Adjusted Term SOFR” cannot be determined pursuant to the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds Rate for such Interest Perioddefinition thereof, or (b) the Administrative Agent shall have received notice from the Majority Facility Required Lenders determine that for any reason in respect of the relevant Facility connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that the Eurodollar Rate or the Canadian Cost of Funds Rate determined or to be determined Adjusted Term SOFR for such any requested Interest Period will with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or and maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower or the Canadian Borrower, as the case may beLoan, and the relevant Required Lenders as soon as practicable thereafterhave provided notice of such determination to the Agent, the Agent will promptly so notify the Borrowers and each Lender. If Upon notice thereof by the Agent to the Borrowers, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice is givennotice. Upon receipt of such notice, (xi) the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrowers will be deemed to have converted any such request into a request for ABR Loans in the amount specified therein and (ii) any Eurodollar outstanding affected SOFR Loans or Canadian Cost of Funds Loans under the relevant Facility requested to will be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, (y) any Loans under the relevant Facility that were deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrowers shall also pay accrued interest on the first day of such Interest Period amount so converted, together with any additional amounts required pursuant to Eurodollar Loans or Canadian Cost of Funds Section 3.2. Subject to Section 3.11, if the Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as determined by the case may be, and Agent without reference to clause (zc) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until definition of “ABR” until the Agent revokes such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may bedetermination.

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 and the Canadian Borrower, as the case may be, in the absence of manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds Rate LIBOR for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders that (i) deposits in Dollars for the applicable amounts are not being offered to such Lenders in respect of the relevant Facility that the Eurodollar Rate London interbank eurodollar market for such Interest Period or the Canadian Cost of Funds Rate (ii) LIBOR 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 Advances during such Interest Period, the Administrative Agent shall give telecopy facsimile or telephonic notice thereof (a “Rate Determination Notice”) to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, during the thirty (x30) any Eurodollar Loans or Canadian Cost day period following such Rate Determination Notice (the “Negotiation Period”), the Borrower and the Administrative Agent shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis (having the written approval of Funds Loans under the relevant Facility requested Majority Lenders) for the Advances (a “Substitute Basis”), and if such Substitute Basis is so agreed upon during the Negotiation Period, such Substitute Basis shall apply in lieu of LIBOR for such Interest Period. If the Borrower and the Administrative Agent (with the written approval of the Majority Lenders) fail to be made agree upon a Substitute Basis within such thirty (30) day period, then at the option of the Borrower, either (i) the unpaid principal amount of the Advances shall become due and payable on the first date which is five (5) Business Days following the last day of such Negotiation Period, together with all accrued and unpaid interest thereon at the rate per annum equal to the Applicable Margin plus the rate determined by the Administrative Agent to have been necessary to maintain such unpaid principal amount during such period or (ii ) the interest rate during such Interest Period applicable to each Lender’s Advances to which such Interest Period relates and effective from the commencement of such Interest Period shall be made (A) such rate as ABR Loans such Lender shall determine (in a certificate delivered by such Lender to the Administrative Agent (with any indication of such Lender’s cost of funds or Canadian Prime Rate Loans, respectively, related information contained in such certificate to be kept confidential by the Administrative Agent and not shared with the Borrower (yexcept on a no names basis) or any Loans under other Lender) to be necessary to compensate such Lender for its cost (rounded upward to the relevant Facility that were to have been converted on nearest 1/16th of 1%) of funding its Advances as of the first day commencement of such Interest Period to Eurodollar Loans or Canadian Cost for such Interest Period plus (B) the Applicable Margin. The Administrative Agent shall notify the Borrower of Funds Loans each such determination as promptly as practicable. If a Rate Determination Notice is given, no further Advances shall be continued as ABR Loans or Canadian Prime made until such Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice Determination Notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans Agent or Canadian Cost of Funds Loans under the relevant Facility a Substitute Basis has been agreed upon. The Administrative Agent shall be made or continued as such, nor shall the Borrower or the Canadian Borrowerwithdraw a Rate Determination Notice given hereunder when, as applicable (I) the case may be, Administrative Agent determines that the circumstances described in clause (a) above giving rise to such Rate Determination Notice no longer apply or (II) the Administrative Agent shall have received a notice from the right Majority Lenders that the circumstances described in clause (b) above giving rise to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may besuch Rate Determination Notice no longer apply.

Inability to Determine Interest Rate. If on or prior to the first day of any Interest PeriodPeriod for any Fixed Rate Loan: (a) the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of manifest errorconclusive) that, that by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds Euribor Rate for such Interest Period or the Offshore Rate for one or more Alternative Currencies for such Interest Period, ; or (b) the Administrative Required Lenders determine (which determination shall be conclusive) and notify the Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurodollar Euribor Rate or the Canadian Cost of Funds Offshore Rate determined for one or to be determined for such Interest Period more Alternative Currencies will not adequately and fairly reflect the cost to such the Lenders (as conclusively certified by such Lenders) of making funding or maintaining their affected Fixed Rate Loans during for such Interest Period, Period (any currency affected by the Administrative circumstances described in clause (a) or (b) is referred to as an “Affected Currency”); then the Agent shall give telecopy or telephonic notice thereof to the applicable Borrower or the Canadian Borrower, as the case may be, Borrowers and the relevant Lenders as soon as practicable thereafter. If such notice is given, and unless an alternate rate is determined as set forth below, then (xi) any Eurodollar such Loans or Canadian Cost of Funds Loans under the relevant Facility in an Affected Currency requested to be made on the first day of such Interest Period shall not be made as ABR Loans or Canadian Prime Rate Loans, respectivelymade, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (zii) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility in an Affected Currency shall be converted, due and payable on the last day of the then-current Interest PeriodPeriod with respect thereto, to ABR Loans or Canadian Prime Rate Loans, respectively. Until and (iii) until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility in an Affected Currency shall be made or continued 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 Agent with respect to such circumstances, the Agent (in consultation with the Lenders) shall negotiate with the applicable Borrower or Borrowers in good faith to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the Canadian Borrowermaintaining of Loans in the Affected Currency. If a Substitute Rate is agreed upon by the applicable Borrower or Borrowers and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the applicable Borrower or 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 the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as the case it may be, have the right reasonably select out of those sources then available to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds it) for such Loans, as plus (ii) the case may beApplicable Margin plus (iii) any Mandatory Cost incurred by such Lender in respect of such Loans from time to time.

Inability to Determine Interest Rate. If prior Subject to the first day Section 2.12(b), if, as of any Interest Perioddate: (ai) the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) that, by reason of circumstances affecting that “Adjusted Term SOFR” cannot be determined pursuant to the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds Rate for such Interest Perioddefinition thereof, or (bii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders determine that for any reason, in respect of the relevant Facility connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that the Eurodollar Rate or the Canadian Cost of Funds Rate determined or to be determined “Adjusted Term SOFR” for such any requested Interest Period will with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or and maintaining their affected Loans during such Interest PeriodLoan, and the Required Lenders have provided notice of such determination to the Administrative Agent, the Administrative Agent shall give telecopy or telephonic will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower or the Canadian Borrower, as any obligation of the Lenders to make and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans shall be suspended (to the extent of the affected SOFR Loans or, in the case may beof a Term SOFR Borrowing, and the relevant Lenders as soon as practicable thereafteraffected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Lenders) revokes such notice. If Upon receipt of such notice is givennotice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or, in the case of a Term SOFR Borrowing, the affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans in the amount specified therein and (ii) any Eurodollar outstanding affected SOFR Loans or Canadian Cost of Funds Loans under the relevant Facility requested to will be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, (y) any Loans under the relevant Facility that were deemed to have been converted into ABR Loans immediately or, in the case of a Term SOFR Borrowing, at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be amount so converted, on the last day of the then-current Interest Period, together with any additional amounts required pursuant to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may beSection 2.16.

Inability to Determine Interest Rate. If prior to the first day determination of the LIBO Rate with respect to any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds LIBO Rate for such Interest Period, or; (b) the Administrative Agent shall have received notice from any Lender that deposits in Dollars in the Majority Facility Lenders in respect principal amounts of the relevant Facility LIBO Loans to which such Interest Period is to be applicable are not generally available in the London interbank market for a period equal to such Interest Period; or (c) the Administrative Agent shall have received notice from the Required Lenders that the Eurodollar LIBO Rate or the Canadian Cost of Funds 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 or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, given (x) any Eurodollar LIBO Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Base Rate Loans, respectively, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds LIBO Loans shall be converted to or continued as ABR Base Rate Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar LIBO Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last first day of the then-current such Interest Period, to ABR Loans or Canadian Prime Base Rate Loans, respectively. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds LIBO Loans under the relevant Facility Aggregate Revolving Credit Commitment shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Base Rate Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds LIBO Loans, as the case may be.

Inability to Determine Interest Rate. If prior Lender determines that (i) quotations of interest rates for the relevant deposits referred to in the first day definition of any Interest Period: Adjusted LIBOR Rate are not being provided in the relevant amounts or for the relevant maturities for purposes of determining the interest rate on a LIBOR Rate Advance as provided in this Agreement, or (aii) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, relevant interest rates referred to in the absence definition of manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means Adjusted LIBOR Rate do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds 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 Canadian Cost of Funds Rate determined or to be determined for such Interest Period will not adequately and fairly reflect accurately cover the cost to such Lenders (as conclusively certified by such Lenders) Lender of making making, funding or maintaining their affected Loans during LIBOR Rate Advances, then Lender shall, at Lender’s option, give notice of such Interest Periodcircumstances to Borrower, whereupon (1) the Administrative Agent obligation of Lender to make LIBOR Rate Advances shall give telecopy or telephonic notice thereof be suspended until Lender notifies Borrower that the circumstances giving rise to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, (x) any Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, suspension no longer exists and (z2) any Borrower shall repay in full the then outstanding Eurodollar Loans or Canadian Cost principal amount of Funds Loans under the relevant Facility shall be convertedeach LIBOR Rate Advance, together with accrued interest, on the last day of the then-then current Interest PeriodPeriod applicable to the LIBOR Rate Advance; provided, however, that, subject to ABR Loans or Canadian the terms and conditions of this Agreement and the other Loan Documents, Borrower shall be entitled to simultaneously replace the entire outstanding balance of any LIBOR Rate Advance repaid in accordance with this section with an Advance bearing interest at the CB Floating Rate plus the Applicable Margin for CB Floating Rate Advances in the same amount. If the Lender determines on any day that quotations of interest rates for the relevant deposits referred to in the definition of Adjusted One Month LIBOR Rate are not being provided for purposes of determining the interest rate on any CB Floating Rate Advance on any day, then each CB Floating Rate Advance shall hear interest at the Prime Rate Loans, respectively. Until such notice has been withdrawn by plus the Administrative Agent, no further Eurodollar Loans or Canadian Cost Applicable Margin for CB Floating Rate Advances until Lender determines that quotations of Funds Loans under interest rates for the relevant Facility shall be made or continued as such, nor shall deposits referred to in the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost definition of Funds Loans, as the case may beAdjusted One Month LIBOR Rate are being provided.

Inability to Determine Interest Rate. If prior Subject to the first day Section 2.17(b), if, as of any Interest Perioddate: (ai) the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) that, by reason of circumstances affecting that “Adjusted Term SOFR” cannot be determined pursuant to the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds Rate for such Interest Perioddefinition thereof, or (bii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders determine that for any reason, in respect of the relevant Facility connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that the Eurodollar Rate or the Canadian Cost of Funds Rate determined or to be determined “Adjusted Term SOFR” for such any requested Interest Period will with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or and maintaining their affected Loans during such Interest PeriodLoan, and the Required Lenders have provided notice of such determination to the Administrative Agent, the Administrative Agent shall give telecopy or telephonic will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower or the Canadian Borrower, as any obligation of the Lenders to make and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans shall be suspended (to the extent of the affected SOFR Loans or, in the case may beof a Term SOFR Borrowing, and the relevant Lenders as soon as practicable thereafteraffected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Lenders) revokes such notice. If Upon receipt of such notice is givennotice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or, in the case of a Term SOFR Borrowing, the affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans in the amount specified therein and (ii) any Eurodollar outstanding affected SOFR Loans or Canadian Cost of Funds Loans under the relevant Facility requested to will be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, (y) any Loans under the relevant Facility that were deemed to have been converted into ABR Loans immediately or, in the case of a Term SOFR Borrowing, at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the first day of such Interest Period amount so converted, together with any additional amounts required pursuant to Eurodollar Loans or Canadian Cost of Funds Section 2.21. Subject to Section 2.17(b), if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, in each case on any given day, the interest rate on ABR Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn determined by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under in consultation with the relevant Facility shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as without reference to clause (c) of the case may be, have definition of “ABR” until the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may beAdministrative Agent revokes such determination.

Inability to Determine Interest Rate. If on the day which is two Business Days 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 and the Canadian Borrower, as the case may be, in the absence of manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar LIBOR Rate or the Canadian Cost of Funds Rate for with respect to any LIBOR Loan to be outstanding during such Interest Period, or, (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility determined that the Eurodollar LIBOR Rate or the Canadian Cost of Funds Rate determined or with respect to any LIBOR Loan to be determined for outstanding during such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) the Loan Participants of making or maintaining their affected LIBOR Loans during such Interest Period, or (c) Dollar deposits in the Administrative principal amounts of the LIBOR Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, Agent shall give telecopy or telephonic notice thereof to the Borrower or the Canadian Borrower, as the case may be, PanAmSat and the relevant Lenders Loan Participants as soon as practicable thereafter. If such notice is given, given (x) any Eurodollar affected LIBOR Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, (y) any affected Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Loans LIBOR Loans, shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, Loans and (z) any affected outstanding Eurodollar LIBOR Loans or Canadian Cost of Funds Loans under the relevant Facility that were to have been continued as such shall be converted, converted on the last first day of the then-current such Interest Period, Period to ABR Loans or Canadian Prime Rate Loans, respectively. Until such time as Agent shall have advised PanAmSat and Loan Participants that the circumstances giving rise to such notice has been withdrawn by the Administrative Agentno longer exist, no further Eurodollar LIBOR Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, PanAmSat have the right to convert Prime Rate Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds LIBOR Loans, as the case may be. Each determination by Agent hereunder shall be conclusive and binding absent manifest error.

Inability to Determine Interest Rate. If prior (a) Inability to the first day Determine Interest Rate. Subject to Section 2.12(b), if, as of any Interest Period: date: (ai) the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) thatthat “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds Rate for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders determine that for any reason, in respect of the relevant Facility connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that the Eurodollar Rate or the Canadian Cost of Funds Rate determined or to be determined “Adjusted Term SOFR” for such any requested Interest Period will with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or and maintaining their affected Loans during such Interest PeriodLoan, and the Required Lenders have provided notice of such determination to the Administrative Agent, the Administrative Agent shall give telecopy or telephonic will promptly so notify the Administrative Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower or the Canadian Administrative Borrower, as any obligation of the Lenders to make and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans shall be suspended (to the extent of the affected SOFR Loans or, in the case may beof a Term SOFR Borrowing, and the relevant Lenders as soon as practicable thereafteraffected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Lenders) revokes such notice. If Upon receipt of such notice is givennotice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or, in the case of a Term SOFR Borrowing, the affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans in the amount specified therein and (ii) any Eurodollar outstanding affected SOFR Loans or Canadian Cost of Funds Loans under the relevant Facility requested to will be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, (y) any Loans under the relevant Facility that were deemed to have been converted into ABR Loans immediately or, in the case of a Term SOFR Borrowing, at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be amount so converted, on the last day of the then-current Interest Period, together with any additional amounts required pursuant to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may beSection 2.16.

Inability to Determine Interest Rate. If prior to the first day Notwithstanding any other provision of any Interest Period: this Agreement, if (ai) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the Eurodollar LIBOR Rate or the Canadian Cost of Funds CDOR Rate (as applicable) for such Interest Period, or or (bii) the Administrative Agent Required Lenders shall have received notice from the Majority Facility Lenders in respect of the relevant Facility reasonably determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar LIBOR Rate or the Canadian Cost of Funds CDOR Rate determined or to be determined for such Interest Period will (as applicable) does not adequately and fairly reflect the cost to such Lenders of funding LIBOR Rate Loans or CDOR Rate Loans (as conclusively certified by such Lendersapplicable) of making that the Borrower has requested be outstanding as a LIBOR Tranche or maintaining their affected Loans a CDOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telecopy or telephonic telephone notice thereof of such determination, confirmed in writing, to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, (x) any Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility requested at least two Business Days prior to be made on the first day of such Interest Period Period. Unless the Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify its request regarding such LIBOR Rate Loans or CDOR Rate Loans, any Loans that were requested to be made as LIBOR Rate Loans or CDOR Rate Loans shall be made as ABR Alternate Base Rate Loans and any Loans that were requested to be converted into or continued as LIBOR Rate Loans or Canadian Prime CDOR Rate Loans (as applicable) shall remain as or be converted into Alternate Base Rate Loans, respectively, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until any such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made as, continued as, or continued as suchconverted into, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar LIBOR Rate Loans or Canadian Cost of Funds Loans, as CDOR Rate Loans for the case may beInterest Periods so affected.

Inability to Determine Interest Rate. If (a) If, on or prior to the first day of any Interest Period: Period for any SOFR Loan: (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) that, by reason of circumstances affecting that “Adjusted Term SOFR” cannot be determined pursuant to the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate definition thereof or the Canadian Cost of Funds Rate for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders determine that for any reason in respect of the relevant Facility connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that the Eurodollar Rate or the Canadian Cost of Funds Rate determined or to be determined Adjusted Term SOFR for such any requested Interest Period will with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by of funding such Lenders) Loan, and the Required Lenders have provided notice of making or maintaining their affected Loans during such Interest Perioddetermination to the Administrative Agent, the Administrative Agent shall give telecopy or telephonic will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Lenders) revokes such notice. If Upon receipt of such notice is givennotice, (x1) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, 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 in the amount specified therein and (2) any Eurodollar outstanding affected SOFR Loans or Canadian Cost of Funds Loans under the relevant Facility requested to will be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, (y) any Loans under the relevant Facility that were deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the first day of such Interest Period amount so converted. If the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to Eurodollar Loans or Canadian Cost of Funds the definition thereof on any given day, the interest rate on ABR Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn determined by the Administrative AgentAgent without reference to clause (c) of the definition of “ABR” until the Administrative Agent revokes such determination. (b) In connection with the use, no further Eurodollar Loans implementation or Canadian Cost administration of Funds Loans under Term SOFR or SOFR, the relevant Facility shall be made or continued as such, nor shall Administrative Agent in consultation with the Borrower or the Canadian Borrower, as the case may be, will have the right to convert Loans under make the relevant Facility Benchmark Replacement Conforming Changes from time to Eurodollar Loans time and, notwithstanding anything to the contrary herein or Canadian Cost in any other Loan Document, any amendments adopting or implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of Funds Loans, as any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the case may beBorrower and the Lenders of the effectiveness of any Benchmark Replacement Conforming Changes.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period: (a) event that the Administrative Agent Reference Lenders shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of Regular Subsidiary Borrowers absent manifest error) that, that by reason of circumstances affecting the relevant interbank eurocurrency market, adequate and reasonable means do not exist for ascertaining the Eurodollar LIBOR Rate or applicable pursuant to subsection 2.11(a) for any Interest Period if at the Canadian Cost of Funds Rate for such Interest Period, or (b) time that the Administrative Agent shall have received notice seek to determine the Reference Bank Rate less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the LIBOR Base Rate for such LIBOR Loan, in each case, with respect to (a) a proposed Loan that has been requested be made as a LIBOR Loan, (b) a LIBOR Loan that will result from the Majority Facility Lenders in respect requested conversion of an ABR Loan into a LIBOR Loan or (c) the continuation of LIBOR Loans beyond the expiration of the relevant Facility that the Eurodollar Rate or the Canadian Cost of Funds Rate determined or to be determined for such then current 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 Periodwith respect thereto, the Administrative Agent shall forthwith give telecopy or telephonic notice thereof of such determination, confirmed in writing, to the Borrower or and the Canadian BorrowerLenders at least one Business Day prior to, as the case may be, and the relevant Lenders as soon as practicable thereafterrequested Borrowing Date for such LIBOR Loan, the conversion date of such ABR Loan or the last day of such Interest Period. If such notice is given, given (xi) any Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such Interest Period LIBOR Loan in Dollars shall be made as an ABR Loans or Canadian Prime Rate Loans, respectivelyLoan, (yii) any Loans under the relevant Facility ABR Loan that were was to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Loans a LIBOR Loan shall be continued as an ABR Loans or Canadian Prime Rate LoansLoan, as the case may be, and (ziii) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility LIBOR Loan in Dollars shall be converted, on the last day of the then-then current Interest PeriodPeriod with respect thereto, to an ABR Loan and (iv) the LIBOR Rate for such Interest Period for any affected LIBOR Loans or Canadian Prime Rate Loansin any Optional Currency shall bear interest for such Interest Period at a rate determined by the Administrative Agent in its sole discretion after consultation with the Borrower and consented to in writing by the Required Lenders (the “Alternative Rate”), respectivelyprovided, however, that until such time as the aforesaid rate shall be determined and so consented to by the Required Lenders, Borrowings shall not be available in such Optional Currency. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar LIBOR Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under an ABR Loan to a LIBOR Loan. Such notice shall be withdrawn by the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as Administrative Agent when the case may beAdministrative Agent shall reasonably determine that adequate and reasonable means exist for ascertaining the LIBOR Rate.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period: (a) event that the Administrative Agent Reference Banks shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of Sterling Subsidiary Borrowers absent manifest error) that, that by reason of circumstances affecting the relevant interbank eurocurrency market, adequate and reasonable means do not exist for ascertaining the Eurodollar LIBOR Rate or applicable pursuant to subsection 2.12(a) for any Interest Period if at the Canadian Cost time that the Sterling Administrative Agent shall seek to determine the Reference Rate less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of Funds determining the LIBOR Rate for such Interest PeriodLIBOR Loan, or in each case, with respect to (a) a proposed Sterling Loan that has been requested be made as a LIBOR Loan, (b) a LIBOR Loan that will result from the requested conversion of a Reference Rate Loan into a LIBOR Loan or (c) the continuation of LIBOR Loans beyond the expiration of then current Interest Period with respect thereto, the Sterling Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurodollar Rate or the Canadian Cost of Funds 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 forthwith give telecopy or telephonic notice thereof of such determination, confirmed in writing, to the Borrower or relevant Sterling Subsidiary Borrowers and the Canadian BorrowerSterling Lenders at least one Business Day (U.K.) prior to, as the case may be, and the relevant Lenders as soon as practicable thereafterrequested Borrowing Date (U.K.) for such LIBOR Loan, the conversion date of such Reference Rate Loan or the last day of such Interest Period. If such notice is given, given (xi) any Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such Interest Period LIBOR Loan shall be made as ABR Loans or Canadian Prime a Reference Rate Loans, respectivelyLoan, (yii) any Loans under the relevant Facility Reference Rate Loan that were was to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Loans a LIBOR Loan shall be continued as ABR Loans or Canadian Prime a Reference Rate LoansLoan, as the case may be, and (ziii) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility LIBOR Loan shall be converted, on the last day of the then-then current Interest PeriodPeriod with respect thereto, to ABR a Reference Rate Loan and (iv) the LIBOR Rate for such Interest Period for any affected LIBOR Loans or Canadian Prime Rate Loansshall bear interest for such Interest Period at a rate determined by the Sterling Administrative Agent in its in its sole discretion after consultation with the Borrower and consented to in writing by the Required Lenders; provided, respectivelyhowever, that until such time as the aforesaid rate shall be determined and so consented to by the Required Lenders, Sterling Loans shall not be available. Until such notice has been withdrawn by the Sterling Administrative Agent, no further Eurodollar LIBOR Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, Sterling Subsidiary Borrowers have the right to convert Loans under a Reference Rate Loan to a LIBOR Loan. Such notice shall be withdrawn by the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as Sterling Administrative Agent when the case may beSterling Administrative Agent shall reasonably determine that adequate and reasonable means exist for ascertaining the LIBOR Rate.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurodollar LIBO Rate or the Canadian Cost of Funds Rate Adjusted LIBO Rate, as applicable, 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 LIBO Rate or the Canadian Cost of Funds Rate Adjusted LIBO Rate, as applicable, determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as given in good faith and 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 or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, (xw) any Eurodollar LIBOR Loans or Canadian Cost of Funds Loans under the relevant Facility (excluding Multicurrency Loans) requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectivelyprovided, that, notwithstanding the provisions of subsection 2.2, the Borrower may cancel the request for such LIBOR Loan (including Multicurrency Loans) by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (yx) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar LIBOR Loans or Canadian Cost of Funds Loans (excluding Multicurrency Loans) shall be continued as ABR Loans or Canadian Prime Rate Loans, as and (y) any outstanding LIBOR Loans (excluding Multicurrency Loans) shall be converted, on the case may befirst day of such Interest Period, to ABR Loans, and (z) any outstanding Eurodollar Multicurrency Loans or Canadian Cost of Funds Loans under the relevant Facility to which such Interest Period relates shall be converted, repaid on the last first day of the then-current such Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar LIBOR Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert ABR Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds LIBOR Loans, as the case may be.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: , (a) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of manifest error) that, by reason of circumstances affecting the relevant London interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds LIBO Rate for such Interest Period, or or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders that (i) deposits in Dollars (in the applicable amounts) are not being offered to such Lenders in respect of the relevant Facility that London interbank eurodollar market for such period or (ii) the Eurodollar Rate or the Canadian Cost of Funds 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 Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof thereof, confirmed promptly in writing to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafterLenders. During the next thirty days, the Borrower and the Administrative Agent shall negotiate in good faith, with a view to agreeing upon an interest rate to be substituted for the LIBO Rate. If such notice a substituted interest rate is givenagreed upon and approved by the Majority Lenders, (x) any Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility requested to it shall be made on effective from the first day of such Interest Period Period. If the Borrower and the Administrative Agent fail to agree upon a substituted interest rate within such thirty day period, or the Majority Lenders fail to approve the substituted interest rate, either: (i) within five Business Days following the last day of such thirty day period the Borrower shall be made as ABR Loans or Canadian Prime Rate prepay in full the unpaid principal amount of the Loans, respectively, (y) any Loans under together with all accrued interest thereon at the relevant Facility that were rate per annum equal to the Applicable Margin plus the rate determined by the Administrative Agent to have been converted on necessary to maintain such unpaid principal amount during such period or (ii) the first day interest rate during such Interest Period (and any subsequent Interest Period) applicable to each Lender’s Loan to which such Interest Period relates and effective from the commencement of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Loans shall be continued (x) such rate as ABR Loans or Canadian Prime Rate Loans, as such Lender shall determine in good faith (in a certificate delivered by such Lender to the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under Administrative Agent setting forth the relevant Facility shall be converted, on the last day basis of the then-current computation of such amount in reasonable detail, which certificate shall constitute prima facie evidence thereof) to be necessary to compensate such Lender for its cost (rounded upward to the nearest 1/16 of 1%) of funding its Loan as of the commencement of such Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until Period for such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may be.Interest Period plus (y)

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) Subject to clauses (b), (c), (d), (e), (f) and (g) of this Section 2.17, if: i. the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) thatprior to the commencement of any Interest Period for a Term Benchmark Borrowing, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurodollar LIBO Rate (including because the LIBO Screen Rate is not available or the Canadian Cost of Funds Rate published on a current basis), for such Interest Period, ; or (b) ii. the Administrative Agent shall have received notice from is advised by the Majority Facility Required Lenders in respect that prior to the commencement of any Interest Period for a Term Benchmark Borrowing, the relevant Facility that the Eurodollar LIBO Rate or the Canadian Cost of Funds 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 Lenders) Lenders (or Lender), of making or maintaining their affected Loans during (or its Loan) included in such Borrowing for such Interest Period, ; then the Administrative Agent shall give telecopy or telephonic notice thereof to the Parent Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders by telephone, telecopy or electronic mail as soon promptly as practicable thereafter. If thereafter and, until the Administrative Agent notifies the Parent Borrower and the Lenders that the circumstances giving rise to such notice is givenno longer exist, (xA) any Eurodollar Loans Interest Election Request that requests the conversion of any Revolving Borrowing to, or Canadian Cost continuation of Funds Loans under the relevant Facility requested to any Revolving Borrowing as, a Term Benchmark Borrowing shall be made on the first day of ineffective and (B) if any Borrowing Request requests a Term Benchmark Revolving Borrowing, such Interest Period Borrowing shall be made as an ABR Loans or Canadian Prime Rate LoansBorrowing. Furthermore, respectively, (y) if any Loans under the relevant Facility that were to have been converted Term Benchmark Loan is outstanding on the first day date of the Parent Borrower’s receipt of the notice from the Administrative Agent referred to in this ‎Section 2.17(a), then until the Administrative Agent notifies the Parent Borrower and the Lenders that the circumstances giving rise to such Interest Period to Eurodollar Loans or Canadian Cost of Funds Loans shall be continued as ABR Loans or Canadian Prime Rate Loansnotice no longer exist, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, then on the last day of the then-current Interest PeriodPeriod applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn Loan shall be converted by the Administrative AgentAgent to, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility and shall be made or continued as suchconstitute, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may bean ABR Loan on such day.

Inability to Determine Interest Rate. If prior (a) Subject to the first day clauses (b), (c), (d), (e), and(f) and (g) of any Interest Periodthis Section 2.17, if: (ai) the Administrative Agent shall have determined reasonably determines (which determination shall be conclusive and binding upon A) prior to the Borrower and commencement of any Interest Period for the Canadian BorrowerLoans in respect of any Term Benchmark Borrowing, as the case may be, in the absence of manifest error) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurodollar Adjusted LIBOTerm SOFR Rate, the LIBO Rate, or the Adjusted EURIBOR Rate or the Canadian Cost of Funds EURIBOR Rate for the applicable Agreed Currency for such Interest PeriodPeriod (including because the Relevant Screen Rate is not available or published on a current basis) for the applicable Agreed Currency and such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Adjusted Daily Simple ▇▇▇▇▇ or SONIARFR for the applicable Agreed Currency; or (bii) the Administrative Agent shall have received receives written notice from the Majority Facility Lenders in respect of the relevant a Facility that (A) prior to the Eurodollar commencement of any Interest Period for the Loans in respect of any Term Benchmark Borrowing under such Facility, the Adjusted LIBOTerm SOFR Rate, the LIBO Rate,or the Adjusted EURIBOR Rate or the Canadian Cost of Funds EURIBOR Rate determined or to be determined for the applicable Agreed Currency ▇▇▇▇▇▇ such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lendersor Lender) of making or maintaining their affected suchtheir Loans during during(or its Loan) included in such Borrowing for the applicable Agreed Currency and such Interest PeriodPeriod or (B) at any time, the applicable Adjusted Daily Simple ▇▇▇▇▇ or SONIARFR for the applicable Agreed Currency will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining Loans denominated in Sterling under such Facility(or its Loan) included in such Borrowing for the applicable Agreed Currency, then the Administrative Agent shall give telecopy or telephonic notice thereof (which may be by telephone confirmed in writing) to the Parent Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon promptly as practicable thereafter. If , and until the Administrative Agent notifies the Parent Borrower and the Lenders that the circumstances giving rise to such notice is givenno longer exist with respect to the relevant Benchmark, (xAx) any Eurodollar request to convert any Loans to, or Canadian Cost of Funds continue any Loans under the relevant Facility requested to as, Term Benchmark Loans shall be made on the first day of ineffective, (By) if any borrowing request requests a Term Benchmark Loan in Dollars, such Interest Period Borrowing shall be made as an ABR Loans Borrowinginstead be deemed to be a borrowing request for (I) an RFR Borrowing denominated in Dollars so long as the Adjusted Daily Simple RFR for Dollar Borrowings is not also the subject of Section 2.17(a)(i) or Canadian Prime (ii) above or (II) an ABR Borrowing if the Adjusted Daily Simple RFR for Dollar Borrowings also is the subject of Section 2.17(a)(i) or (ii) above and (Cz) if any borrowing request requests a Term Benchmark Borrowing or RFR Borrowing in an Optional Currency, in each case, for then relevant Benchmark, such request shall be ineffective; provided that if the circumstances giving rise to such notice affect Borrowings in only certain currenciesone Type of Borrowings, then all other Types of Borrowings in unaffected currencies that are Agreed Currencies shall be permitted. Furthermore, if any Loan is outstanding on the date of the Parent Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.17(a) with respect to a Relevant Rate Loansapplicable to such Loan, respectivelythen until the Administrative Agent notifies the Parent Borrower and the Lenders that the circumstances giving rise to such notice no longer exists with respect to the relevant Benchmark, if (x) such Loan is a Term Benchmark Loan 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, (I) an ABRFR LoanBorrowing denominated in Dollars so long as the Adjusted Daily Simple RFR for Dollar Borrowings is not also the subject of Section 2.17(a)(i) or (ii) above or (II) an ABR Loan if the Adjusted Daily Simple RFR for Dollar Borrowings also is the subject of Section 2.17(a)(i) or (ii) above, on such day, (y) such Loan is a Term Benchmark Loan denominated in any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Loans shall be continued as ABR Loans or Canadian Prime Rate LoansOptional Currency, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be convertedthen, 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 bear interest at the Central Bank Rate for the applicable Optional Currency 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 the applicable Optional Currency cannot be determined, any outstanding affected Term Benchmark Loans denominated in suchany Optional Currency shall, at the Parent Borrower’s election prior to such day: (1A) be prepaid by the applicableParent Borrower on such day or (2B) solely for the purpose of calculating the interest rate applicable to such Term Benchmark Loan, such Term Benchmark Loan denominated in any Optional Currency shall be deemed to be a Term Benchmark Loan denominated in Dollars and shall accrue interest at the same interest rate applicable to Term Benchmark Loans denominated in Dollars at such time, or (z) such Loan is a SONIAan RFR Loan denominated in Sterling, such Loan shall bear interest at the Central Bank Rate for Sterling 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 Sterling cannot be determined, any outstanding affected SONIARFR Loans shalldenominated in Sterling, at the Parent Borrower’s election, be immediately either (1) converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Optional Currency) or (2) prepaid in full. (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 2.17), 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 Interest PeriodBenchmark, then (x) if a Benchmark Replacement with respect to ABR Loans Dollars is determined in accordance with clause (a) or Canadian Prime Rate Loans(b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, respectively. Until 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 with respect to any Agreed Currency in accordance with clause (cb) 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 Business Day after the date notice has been withdrawn by 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 AgentAgent has not received, no by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Facility Lenders in respect of each affected Facility. (c) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, solely with respect to a Dollar Loan, 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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further Eurodollar Loans action or Canadian Cost consent of Funds Loans under any other party to, this Agreement or any other Loan Document; provided that, this clause (c) shall not be effective unless the relevant Facility Administrative Agent has delivered to the Lenders and the Parent Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be made or continued as such, nor shall required to deliver a Term SOFR Notice after the Borrower or the Canadian Borrower, as the case occurrence of a Term SOFR Transition Event and may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may bedo so in its sole discretion.

Inability to Determine Interest Rate. If If, prior to the first day commencement of any Interest Period: (a) , the Administrative Agent shall have determined Lender determines (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds LIBO 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 Period or that the Eurodollar LIBO Rate or the Canadian Cost of Funds 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 the Lender of making or maintaining their affected the Loans during at for such Interest Period, then the Administrative Agent Lender shall give telecopy or telephonic notice (the “Rate Determination Notice”) thereof to the Borrower by telephone or the Canadian Borrower, telecopy as the case may be, and the relevant Lenders as soon promptly as practicable thereafter. If , and, (a) during the thirty day period next succeeding the date of delivery of such notice is givenRate Determination Notice (the “Negotiation Period”), the Lender and the Borrower will negotiate in good faith for the purpose of agreeing upon an alternative, mutually acceptable basis (xthe “Substitute Basis”) any Eurodollar Loans or Canadian Cost for determining the rate of Funds Loans under the relevant Facility requested interest to be made on applicable to the first day Loans for such Interest Period; (b) if at the expiry of the Negotiation Period, the Lender and the Borrower have agreed upon a Substitute Basis, then the Loans will accrue interest at a rate per annum equal to the Substitute Basis in effect from time to time plus the Applicable Margin until the circumstances giving rise to such Rate Determination Notice have ceased to apply and such substitute rate shall be retroactive to, and take effect from, the beginning of such Interest Period Period; (c) if, at the expiry of the Negotiation Period, a Substitute Basis shall not have been agreed upon as aforesaid, the Loans will accrue interest at a rate per annum equal to the Base Rate plus 1.50%, until the circumstances giving rise to such Rate Determination Notice have ceased to apply and such substitute rate shall be made as ABR Loans or Canadian Prime Rate Loansretroactive to, respectivelyand take effect from, (y) any Loans under the relevant Facility that were to have been converted on the first day beginning of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may be.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period:Period for any LIBOR Loan in Dollars:[Reserved]. (a) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of manifest error) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurodollar LIBOR Rate or the Canadian Cost of Funds Rate Adjusted LIBOR Rate, as applicable, for such LIBOR Loan in such currency for such Interest Period, or (b) the Administrative Agent shall have received written notice from the Majority Facility Lenders in respect of the relevant a Facility that the Eurodollar LIBOR Rate or the Canadian Cost of Funds Rate Adjusted LIBOR Rate, as applicable, determined or to be determined with respect to such LIBOR Loan under such Facility in such 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 respective Loans during such Interest Period, ; then the Administrative Agent shall give telecopy or telephonic notice thereof (which may be by telephone confirmed in writing) to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, given (xw) any Eurodollar LIBOR Loans or Canadian Cost of Funds Loans in Dollars under the relevant such Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectivelyafter consultation with the Borrower and the applicable Lenders, to compensate the applicable Lenders for such Loan in such currency for the applicable period plus the Applicable Margin, (yx) any Loans in Dollars under the relevant such Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds LIBOR Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (zy) any outstanding Eurodollar LIBOR Loans or Canadian Cost of Funds Loans in Dollars under the relevant such Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectivelyafter consultation with the Borrower and the applicable Lenders, to compensate the applicable Lenders for such Loan in such currency for the applicable period plus the Applicable Margin. The Administrative Agent shall withdraw such notice as soon as adequate and reasonable means exist for ascertaining the LIBOR Rate or the Adjusted LIBOR Rate, as applicable. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds LIBOR Loans under the relevant such Facility shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans to LIBOR Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may besuch Facility.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds LIBOR Base Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from reasonably determined (which determination shall be conclusive and binding upon the Majority Facility Lenders in respect of the relevant Facility Borrower) that the Eurodollar Rate or the Canadian Cost of Funds LIBOR Base 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) any Lender of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, given (x) any Eurodollar LIBOR Rate Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Floating Rate Loans, respectively, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds LIBOR Rate Loans shall be continued as ABR Floating Rate Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar LIBOR Rate Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest PeriodPeriod with respect thereto, to ABR Loans or Canadian Prime Floating Rate Loans, respectively. Until such notice has been withdrawn by the Administrative AgentAgent (which the Administrative Agent shall promptly do when the applicable condition no longer exists), no further Eurodollar LIBOR Rate Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under to LIBOR Rate Loans; provided, however, that the relevant Facility failure of the Administrative Agent to Eurodollar withdraw such notice promptly shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement. (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 Canadian Cost (ii) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator of Funds Loansthe LIBOR Base Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Base 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 LIBOR Base 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 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 8.2, 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 pursuant to Section 2.25(b), 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 may beof the circumstances described in clause (ii) of the first sentence of this paragraph, only to the extent the LIBOR Base 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 Loan to, or continuation of any Loan as, a LIBOR Rate Loan shall be ineffective and (y) if any borrowing request requests a LIBOR Rate Loan, such LIBOR Rate Loan shall be made as a Floating Rate Loan.

Inability to Determine Interest Rate. If Subject to Section 2.06, if, on or prior to the first day of any Interest PeriodPeriod for any SOFR Loan: (a) the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) that, by reason of circumstances affecting that “Adjusted Term SOFR” cannot be determined pursuant to the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds Rate for such Interest Perioddefinition thereof, or (b) the Administrative Agent shall have received notice from the Majority Facility Required Lenders determine that for any reason in respect of the relevant Facility connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that the Eurodollar Rate or the Canadian Cost of Funds Rate determined or to be determined Adjusted Term SOFR for such any requested Interest Period will with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or and maintaining their affected Loans during such Interest PeriodLoan, and the Required Lenders have provided notice of such determination to the Administrative Agent, then, in each case, the Administrative Agent shall give telecopy or telephonic will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower or the Canadian Borrower, as any obligation of the case may beLenders to make SOFR Loans, and any right of the relevant Lenders as soon as practicable thereafterBorrower to continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest US-DOCS\156469512.3 Periods) until the Administrative Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. If Upon receipt of such notice is givennotice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Loan of or conversion to Base Rate Loans in the amount specified therein and (ii) any Eurodollar outstanding affected SOFR Loans or Canadian Cost of Funds Loans under the relevant Facility requested to will be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, (y) any Loans under the relevant Facility that were deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the first day of such Interest Period amount so converted, together with any additional amounts required pursuant to Eurodollar Loans or Canadian Cost of Funds Section 2.20. Subject to Section 2.06, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn determined by the Administrative Agent, no further Eurodollar Loans or Canadian Cost Agent without reference to clause (c) of Funds Loans under the relevant Facility shall be made or continued as such, nor shall definition of “Base Rate” until the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may beAdministrative Agent revokes such determination.

Inability to Determine Interest Rate. If prior to the first day ------------------------------------ of any Interest Period: (a) the General Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of Borrowers absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds Rate for such Interest Period, or (b) the General Administrative Agent shall have has received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurodollar Rate or the Canadian Cost of Funds 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 during such Interest Period, the General Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, given (x) any Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Base Rate Loans, respectively, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Loans shall be continued as ABR Base Rate Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last first day of the then-current such Interest Period, to ABR Loans or Canadian Prime Base Rate Loans, respectively. Until such notice has been withdrawn time as the Eurodollar Rate can be determined by the General Administrative AgentAgent in the manner specified in the definitions of such terms in subsection 1.1, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant affected Facility shall be made or continued as suchsuch at the end of the then current Interest Periods or shall be made, nor shall the relevant Borrower or the Canadian Borrower, as the case may be, have the right to convert outstanding Loans under such Facility into Eurodollar Loans. The Administrative Agent shall withdraw (i) any such notice pursuant to clause (a) above if the Administrative Agent determines that the relevant circumstances have ceased to exist and (ii) any such notice pursuant to clause (b) above upon receipt of notice from the Majority Facility Lenders in respect of the relevant Facility that the relevant circumstances described in such clause (b) have ceased to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may beexist.

Inability to Determine Interest Rate. If prior (a) Inability to the first day Determine Interest Rate, Subject to Section 2.17(b), if, as of any Interest Perioddate: (ai) the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) that, by reason of circumstances affecting that “Adjusted Term SOFR” cannot be determined pursuant to the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds Rate for such Interest Perioddefinition thereof, or (bii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders determine that for any reason, in respect of the relevant Facility connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that the Eurodollar Rate or the Canadian Cost of Funds Rate determined or to be determined “Adjusted Term SOFR” for such any requested Interest Period will with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or and maintaining their affected Loans during such Interest PeriodLoan, and the Required Lenders have provided notice of such determination to the Administrative Agent, the Administrative Agent shall give telecopy or telephonic promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower or the Canadian Borrower, as any obligation of the Lenders to make and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans shall be suspended (to the extent of the affected SOFR Loans, or, in the case may beof a term SOFR Borrowing, and the relevant Lenders as soon as practicable thereafteraffected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Lenders) revokes such notice. If Upon receipt of such notice is givennotice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or, in the case of a Term SOFR Borrowing, the affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans in the amount specified therein and (ii) any Eurodollar outstanding affected SOFR Loans or Canadian Cost of Funds Loans under the relevant Facility requested to will be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, (y) any Loans under the relevant Facility that were deemed to have been converted into ABR Loans immediately or, in the case of a Term SOFR Borrowing, at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interested on the first day of such Interest Period amount so converted, together with any additional amounts required pursuant to Eurodollar Loans or Canadian Cost of Funds Section 2.21. Subject to Section 2.17(b), if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, in each case on any given day, the interest rate on ABR Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn determined by the Administrative Agent, no further Eurodollar Loans or Canadian Cost Agent without reference to clause (c) of Funds Loans under the relevant Facility shall be made or continued as such, nor shall definition of “ABR” until the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may beAdministrative Agent revokes such determination.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) If, in connection with any request for a Term SOFR Loan or Term SOFR Daily Floating Rate Loan or a conversion to or continuation thereof, as applicable, (i) the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) thatthat (A) no Successor Rate has been determined in accordance with Section 2.13(b), by reason and the circumstances under clause (i) of circumstances affecting Section 2.13(b) or the relevant marketScheduled Unavailability Date has occurred, or (B) adequate and reasonable means do not otherwise exist for ascertaining the Eurodollar determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan or the Canadian Cost of Funds Rate for such Interest PeriodTerm SOFR Daily Floating Rate, or or (bii) the Administrative Agent shall have received notice from or the Majority Facility Required Lenders in determine that for any reason that Term SOFR for any requested Interest Period with respect of the relevant Facility to a proposed Term SOFR Loan or that the Eurodollar Term SOFR Daily Floating Rate or the Canadian Cost of Funds Rate determined or to be determined for such Interest Period will Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, in each case, the Administrative Agent will promptly so notify the Borrowers and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Term SOFR Loans, or to convert Base Rate Loans to Term SOFR Loans, shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), (y) the obligation of the Lenders to make or maintain Term SOFR Daily Floating Rate Loans or to convert Base Rate Loans to Term SOFR Daily Floating Rate Loans shall be suspended (to the extent of the affected Term SOFR Daily Floating Rate Loans)and (z) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 2.13(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) each Borrower may revoke any pending request for a borrowing of, or conversion to, or continuation of Term SOFR Loans or Term SOFR Daily Floating Rate Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or Term SOFR Daily Floating Rate Loans or, failing that, will be deemed to have converted such request into a request for a borrowing of Base Rate Loans in the amount specified therein and (ii) any outstanding Term SOFR Loans or Term SOFR Daily Floating Rate Loans shall be deemed to have been converted to Base Rate Loans immediately in the case of a Term SOFR Daily Floating Rate Loan, and, at the end of their respective applicable Interest Period in the case of a Term SOFR Loan. (b) 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 Borrowers or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrowers) that the Borrowers or Required Lenders (as conclusively certified applicable) have determined, that: (i) 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; (ii) 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 (any such Lendersdate, 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 plus the SOFR Adjustment 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 making any other party to, this Agreement or maintaining their affected Loans during such any other Loan Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest payments will be payable on a quarterly 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 2.13(b)(i) or (ii) have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrowers may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.13 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 Borrowers 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 Borrowers 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. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate will be deemed to be zero for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a Successor Rate, the Administrative Agent 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 give telecopy or telephonic notice thereof post each such amendment implementing such Conforming Changes to the Borrower or the Canadian Borrower, as the case may be, Borrowers and the relevant Lenders as soon as practicable thereafter. If reasonably promptly after such notice is given, (x) any Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may beamendment becomes effective.

Inability to Determine Interest Rate. If prior to the first day Notwithstanding any other provision of any Interest Period: this Credit Agreement, if (a) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds LIBOR Rate for such Interest Period, or or (b) the Administrative Agent Required Lenders shall have received notice from the Majority Facility Lenders in respect of the relevant Facility reasonably determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar LIBOR Rate or the Canadian Cost of Funds Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (of funding LIBOR Rate Loans that the Borrower has requested be outstanding as conclusively certified by such Lenders) of making or maintaining their affected Loans a LIBOR tranche during such Interest Period, then the Administrative Agent shall forthwith give telecopy or telephonic telephone notice thereof of such determination, confirmed in writing, to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafterat least two (2) Business Days prior to the first day of such Interest Period. If such notice is given, (xa) any Eurodollar affected LIBOR Rate Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made by the Borrower on the first day of such Interest Period shall be made made, at the sole option of the Borrower, as ABR Base Rate Loans or Canadian Prime Rate Loans, respectively, such request shall be cancelled and (yb) any affected Loans under the relevant Facility that were to have been converted at the request of the Borrower on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds continued as LIBOR Rate Loans shall be converted to or continued as ABR Loans or Canadian Prime Base Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until any such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made as, continued as, or continued as suchconverted into, nor LIBOR Rate Loans for the Interest Periods so affected. If at any time the Administrative Agent determines (which determination shall be final and conclusive and binding on all parties hereto absent manifest error), or the Borrower or the Canadian Required Lenders notify the Administrative Agent (with in the case of the Required Lenders, a copy to the Borrower) that the Borrower or the Required Lenders (as applicable) shall have determined (which determination likewise shall be final and conclusive and binding upon all parties hereto absent manifest error) that (a) the circumstances set forth in clause (a) of the immediately preceding paragraph have arisen and such circumstances are unlikely to be temporary, (b) the circumstances set forth in clause (a) of the immediately preceding paragraph have not arisen but the supervisor for the administrator of LIBOR or a Governmental Authority having or purporting to have jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans or (c) syndicated credit facilities among national and/or regional banks active in leading and participating in such facilities currently being executed, or that include language similar to that contained in the first paragraph of this Section 2.17, are being executed or amended (as applicable) to incorporate or adopt a new interest rate to replace the LIBOR Rate for determining interest rates for loans, then the Administrative Agent and the Parent shall endeavor to establish an alternate rate of interest to LIBOR that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Percentage); provided that, to the extent such market practice is not administratively feasible for the Administrative Agent, such alternative rate of interest to LIBOR shall be applied as otherwise reasonably determined by the Administrative Agent and the Parent (it being understood that any such modification to application by the Administrative Agent made as so determined shall not require the consent of, or consultation with, any of the Lenders). Notwithstanding anything to the contrary in Section 9.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within ten Business Days of the date written notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this paragraph of this Section 2.17 (but, in the case may beof the circumstances described in clause (b) of the first sentence of this paragraph of this Section 2.17, have only to the right to convert extent LIBOR for the applicable currency and such Interest Period is not available or published at such time on a current basis), (x) any Notice of Conversion/Extension that requests the conversion of any borrowing of Loans under the relevant Facility to Eurodollar to, or continuation of any borrowing of Loans or Canadian Cost as, a borrowing of Funds LIBOR Rate Loans shall be ineffective and (y) if any Notice of Borrowing requests a borrowing of LIBOR Rate Loans, such borrowing shall be made as a borrowing of Base Rate Loans; provided that, if such alternate rate of interest shall be less than zero, then such rate shall be deemed to be zero for the case may bepurposes 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 and the Canadian Borrower, as the case may be, in the absence of absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds LIBO 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 Canadian Cost of Funds 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 Loans during such Interest Period, or (c) the Administrative Agent or the Alternate Currency Fronting Lender determines (which determination shall be conclusive and binding upon the Borrower absent manifest error) that deposits in the applicable currency are not generally available, or cannot be obtained by the Alternate Currency Fronting Lender, in the applicable market (any Alternate Currency affected by the circumstances described in clause (a), (b) or (c) is referred to as an "Affected Alternate Currency"), the Agent shall give telecopy or telephonic notice thereof to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is givengiven (y) pursuant to clause (a) or (b) of this Section 2.9 in respect of LIBOR Loans denominated in US Dollars, then (xi) any Eurodollar LIBOR Loans or Canadian Cost of Funds Loans under the relevant Facility denominated in US Dollars requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, (yii) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar LIBOR Loans or Canadian Cost of Funds Loans denominated in US Dollars shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (ziii) any outstanding Eurodollar LIBOR Loans or Canadian Cost of Funds Loans under the relevant Facility denominated in US Dollars shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate and (z) in respect of any Alternate Currency Loans, respectivelythen (i) any Alternate Currency Loans in an Affected Alternate Currency requested to be made on the first day of such Interest Period shall not be made and (ii) any outstanding Alternate Currency Loans in an Affected Alternate Currency shall be 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 Alternate Currency Loans or Canadian Cost of Funds Loans under the relevant Facility denominated in an Affected Alternate Currency shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert ABR Loans under the relevant Facility to Eurodollar LIBOR Loans or Canadian Cost of Funds Loans, as the case may bedenominated in Dollars.

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 and the Canadian Borrower, as the case may be, in the absence of manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds Rate Adjusted LIBOR 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 Canadian Cost of Funds Rate Adjusted LIBOR 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 or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, (x) unless the Borrower shall have elected (subject to the provisions of Section 2.21), by notice to the Administrative Agent not later than Noon, New York City time, on the scheduled Borrowing Date for such Loans, not to borrow such Loans, any Eurodollar Loans or Canadian Cost of Funds LIBOR Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Base Rate Loans, respectively, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds LIBOR Loans shall be continued as ABR Base Rate Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds LIBOR Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest PeriodPeriod with respect thereto, to ABR Loans or Canadian Prime Base Rate Loans, respectively. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds LIBOR Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds LIBOR Loans, as the case may be.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: : (ai) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds LIBO Base Rate for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in respect of the relevant Facility London interbank market, or (iii) the Required Lenders determine in good faith that the Eurodollar LIBO Rate or the Canadian Cost of Funds Rate determined or to be determined for such any requested Interest Period will with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Periodin each case, the “Impacted Loans”), Administrative Agent shall give telecopy electronic mail or telephonic notice thereof to the Borrower or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafterthereof. If such notice is given, Borrower may revoke any pending request for a Borrowing of, conversion to, or continuation of LIBOR Loans, or if Borrower does not make such revocation, (x) any Eurodollar LIBOR Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds LIBOR Loans shall be converted to, or continued as as, ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar LIBOR Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last first day of the then-current such Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn by Administrative Agent (which Administrative Agent agrees to do if the Administrative Agentcircumstances giving rise to such notice cease to exist), no further Eurodollar LIBOR Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made made, or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Loans under to, LIBOR Loans. (b) Notwithstanding the relevant Facility to Eurodollar foregoing, if there are Impacted Loans or Canadian Cost of Funds as provided above, Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) Administrative Agent or the Required Lenders notify Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides Administrative Agent and Borrower written notice thereof. (c) If prior to the commencement of any Interest Period for LIBOR Loans, (A) Borrower and Administrative Agent reasonably determine in good faith that adequate and reasonable means do not exist for ascertaining the LIBO Base Rate or LIBOR, as applicable, for such Interest Period and that (i) such circumstances are unlikely to be temporary or (ii) such circumstances have not arisen but the supervisor for the administrator of LIBOR or a Governmental Authority having jurisdiction over 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 or (B) syndicated loans currently being executed, or that include language similar to that contained in this Section 5.02(c), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, 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 (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin) to this Agreement as may be applicable which shall include the spread or method for determining a spread or other adjustments or modifications that are generally accepted as the case may bethen prevailing market convention for determining such spread, method, adjustment, or modification. Notwithstanding anything to the contrary in Section 13.04, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as Administrative Agent shall not have received, within five Business Days of the date that 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 (c), (x) any Notice of Borrowing that requests the conversion of any Borrowing as, a LIBOR Loan shall be ineffective and (y) if any Notice of Borrowing requests a LIBOR Loan, such Borrowing shall be made as an ABR Loan; 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, 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 and the Canadian Borrower, as the case may be, in the absence of manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Adjusted Term SOFR Rate (including because the Term SOFR Reference Rate is not available or the Canadian Cost of Funds Rate published on a current basis) for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Facility that the Eurodollar Rate or the Canadian Cost of Funds 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 or the Canadian Borrower, as the case may be, and the relevant Lenders as soon as practicable thereafter. If such notice is given, then (x) any Eurodollar Term Benchmark Revolving Loans or Canadian Cost of Funds Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, (y) any Revolving Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans or Canadian Cost of Funds Term Benchmark Revolving Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Term Benchmark Revolving Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Term Benchmark Revolving Loans or Canadian Cost of Funds Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as the case may be, have the right to convert Revolving Loans to 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 relevant Facility 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 Eurodollar Loans the Lenders without any amendment to, or Canadian Cost further action or consent of Funds Loansany 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 case 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 ▇▇▇▇▇▇▇▇▇ 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 bemodify 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 Subject to the first day Section 2.17(b), if, as of any Interest Perioddate: (a) 1. the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon the Borrower and the Canadian Borrower, as the case may be, in the absence of absent manifest error) that, by reason of circumstances affecting that “Adjusted Term SOFR” cannot be determined pursuant to the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Canadian Cost of Funds Rate for such Interest Perioddefinition thereof, or (b) 2. the Administrative Agent shall have received notice from the Majority Facility Required Lenders determine that for any reason, in respect of the relevant Facility connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that the Eurodollar Rate or the Canadian Cost of Funds Rate determined or to be determined “Adjusted Term SOFR” for such any requested Interest Period will with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or and maintaining their affected Loans during such Interest PeriodLoan, and the Required Lenders have provided notice of such determination to the Administrative Agent, the Administrative Agent shall give telecopy or telephonic will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower or the Canadian Borrower, as any obligation of the Lenders to make and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans shall be suspended (to the extent of the affected SOFR Loans or, in the case may beof a Term SOFR Borrowing, and the relevant Lenders as soon as practicable thereafteraffected Interest sf-5537426 Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Lenders) revokes such notice. If Upon receipt of such notice is givennotice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or, in the case of a Term SOFR Borrowing, the affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans in the amount specified therein and (ii) any Eurodollar outstanding affected SOFR Loans or Canadian Cost of Funds Loans under the relevant Facility requested to will be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, respectively, (y) any Loans under the relevant Facility that were deemed to have been converted into ABR Loans immediately or, in the case of a Term SOFR Borrowing, at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the first day of such Interest Period amount so converted, together with any additional amounts required pursuant to Eurodollar Loans or Canadian Cost of Funds Section 2.21. Subject to Section 2.17(b), if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, in each case on any given day, the interest rate on ABR Loans shall be continued as ABR Loans or Canadian Prime Rate Loans, as the case may be, and (z) any outstanding Eurodollar Loans or Canadian Cost of Funds Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn determined by the Administrative Agent, no further Eurodollar Loans or Canadian Cost of Funds Loans under in consultation with the relevant Facility shall be made or continued as such, nor shall the Borrower or the Canadian Borrower, as without reference to clause (c) of the case may be, have definition of “ABR” until the right to convert Loans under the relevant Facility to Eurodollar Loans or Canadian Cost of Funds Loans, as the case may beAdministrative Agent revokes such determination.