Common use of Inability to Determine Rates Clause in Contracts

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

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

Inability to Determine Rates. If If (a) the Majority Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (ai) Dollar deposits are not being offered to banks in the London applicable offshore interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan, (bii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (a) above, “Impacted Loans”) or (cb) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Parent Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (xi) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, suspended and (yii) 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 Adjusted Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) Required Lenders revokes such notice. Upon receipt of such notice, the Parent Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (c) of the first sentence of this section, the Administrative Agent, in consultation with the Parent Borrower and the Majority affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or section, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Parent 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 Requirement of 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 Parent Borrower written notice thereof.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”). Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority 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. 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 Majority Lenders notify the Administrative Agent (with, in the case of the Majority Lenders, a copy to Borrower) that the Borrower or Majority Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”); or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Majority Lenders have delivered to the Administrative Agent written notice that such Majority Lenders do not accept such amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of “LIBOR Successor Rate” shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, (a) the Administrative Agent determines that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan, Loan or (bii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to this clause (a), “Impacted Loans”), or (cb) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such the Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)all Lenders. Thereafter, (xi) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, and (yii) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing ofBorrowing, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (c) of this sectionSection 3.03, the Administrative Agent, in consultation with the Borrower and the Majority affected Lenders, may establish an alternative interest rate for the applicable Impacted Loans, in which case, such alternative interest rate of interest shall apply with respect to the such Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or Section 3.03, (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable Impacted Loans, or (3) any Lender determines that any Law 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, (a) the Administrative Agent determines that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan, Loan or (bii) adequate and reasonable means do not exist for determining (x) the LIBOR Daily Floating Rate or (y) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to this clause (a), “Impacted Loans”), or (cb) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such the Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)all Lenders. Thereafter, (xi) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, and (yii) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing ofBorrowing, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (c) of this sectionSection 3.03, the Administrative Agent, in consultation with the Borrower and the Majority affected Lenders, may establish an alternative interest rate for the applicable Impacted Loans, in which case, such alternative interest rate of interest shall apply with respect to the such Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or Section 3.03, (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable Impacted Loans, or (3) any Lender determines that any Law 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, the Lender determines that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders the Lender of funding such Eurodollar Rate Loan, the Administrative Agent Lender will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Borrower. Thereafter, (xi) the obligation of the Lenders Lender to make or maintain Eurodollar Rate Loans shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (yii) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) Lender revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Term Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Term Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if in the Majority Lenders have made the determination described in clauses (a), (b) or (c) case of this sectionsuch pending request, the Administrative AgentLender, in consultation with the Borrower and the Majority LendersBorrower, may establish an alternative interest rate for funding Term Loans in the Impacted Loansapplicable amount, and with the same Interest Period as the Term Loan requested to be made, converted or continued, as the case may be in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority 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 Term Loans.

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

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (a) the Administrative Agent determines that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (bii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Committed Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (a) above, “Impacted Loans”), or (cb) the Administrative Agent or the Required Lenders determine for any reason that the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Committed Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will so notify the Borrower, by telephone or facsimile as promptly as practicable thereafter and will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Administrative Agent or the Required Lenders, depending on who made the determination) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (ca)(i) of this sectionSection, the Administrative Agent, in consultation with the Borrower and the Majority 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 (unless the Borrower elects to maintain the Impacted Loans as Base Rate Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or Section, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) as to any Lender, such 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 Rates. If the Majority Lenders determine that for any reason (a) If, in connection with any request for a Eurodollar Rate Loan Loan, or a conversion to or continuation thereof thereof, (i) the Lender determines that (aA) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (bB) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan Loan, or in connection with an existing or proposed Base Rate Loan, or and (cI) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does circumstances described in clause (c)(i) below do not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender apply (in each case with respect to clauses this clause (aa)(i), (b) or (c) above, “Impacted Loans”), then, the Lender will promptly so notify the Borrower. Thereafter, (xA) the obligation of the Lenders Lender to make or maintain Eurodollar Rate Loans shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (yB) 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 case, until the Administrative Agent (upon the instruction of the Majority Lenders) Lender revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to to, or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods), or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. . (b) Notwithstanding anything to the contrary in the foregoing, if the Majority Lenders have Lender has made the determination described in clauses clause (a)a)(i) above, (b) or (c) of this section, then the Administrative AgentLender, in consultation with the Borrower and the Majority LendersBorrower, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until until: (1i) the Administrative Agent Lender revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), a)(i) above; (b) or (c) of the first sentence of this section or (2ii) the Administrative Agent or the Majority Lenders notify the Administrative Agent and Lender notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders the Lender of funding the Impacted Loans; or (iii) the Lender determines that any applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the 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 the Lender to do any of the foregoing, and the Lender provides the Borrower with written notice thereof. (c) Notwithstanding anything to the contrary in this Agreement or in any other Loan Documents, but without limiting clauses (a) or (b) above, if the Lender determines (which determination shall be conclusive and binding upon all parties hereto, absent manifest error), or the Borrower notifies the Lender, that the Borrower or Lender, as applicable, has determined (which determination likewise shall be conclusive and binding upon all parties hereto, absent manifest error), that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having, or purporting to have, jurisdiction over the Lender has made a public statement identifying a specific date after which LIBOR, or the LIBOR Screen Rate, shall no longer be made available, or used for determining the interest rate of loans, provided, that, at the time of such statement, there is no successor administrator that is satisfactory to the Lender that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.03, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, reasonably promptly after such determination by the Lender, or receipt by the Lender of such notice, as applicable, the Lender and the Borrower may amend this Agreement to replace LIBOR with (A) one (1) or more SOFR-Based Rates, or (B) another alternate benchmark rate giving due consideration to any evolving, or then existing, convention for U.S. dollar denominated syndicated credit facilities for such alternative benchmark, and, in each case of the foregoing clauses (c)(A) and (c)(B), including any mathematical or other adjustments to such benchmark, giving due consideration to any evolving, or then existing, convention for U.S. dollar denominated syndicated credit facilities for such benchmarks, which adjustment, or method for calculating such adjustment, shall be published on an information service, as selected by the Lender from time to time in its reasonable discretion, and may be periodically updated (such adjustment, the “Adjustment”; and any such proposed rate, a “LIBOR Successor Rate”). Any such amendment shall become effective at 5:00 p.m. on the date that is five (5) Business Days after the date on which the Lender shall have posted such proposed amendment to the Borrower. (d) If no LIBOR Successor Rate has been determined and the circumstances under clause (c)(i) above exist, or the Scheduled Unavailability Date has occurred, as applicable, the Lender will promptly so notify the Borrower. Thereafter: (i) the obligation of the Lender to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods); and (ii) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods), or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (d)(ii)) in the amount specified therein. (e) Notwithstanding anything else to the contrary herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement. (f) In connection with the implementation of a LIBOR Successor Rate, the Lender will have the right to make LIBOR Successor Rate Conforming Changes from time to time, and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

Inability to Determine Rates. If If, on or before the Majority Lenders determine that first day of any Interest Period for any reason in connection with any request for a Eurodollar LIBO Rate Loan or a conversion to or continuation thereof (i) Administrative Agent determines that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar LIBO Rate for any requested such Interest Period with respect to the LIBO Rate Loans cannot be adequately and reasonably determined due to the unavailability of funds in or other circumstances affecting the London interbank market (in respect of a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loanchange of circumstances compared to the totality of the circumstances that existed on the Closing Date), or (cii) Lenders holding in the aggregate at least 33.33% of the then outstanding and unpaid principal amount of LIBO Rate Loans shall advise Administrative Agent that (x) the Eurodollar rates of interest for such LIBO Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does Loans do not adequately and fairly reflect the cost to such Lenders of funding maintaining or continuing such Eurodollar LIBO Rate Loan, Loans (compared to the Administrative Agent will promptly so notify totality of the Borrower and each Lender (in each case with respect to clauses (a), (bcircumstances that existed on the Closing Date) or (cy) abovedeposits in Dollars in the London interbank market are not available to such Lenders (as conclusively certified by each such Lender in good faith in writing to Administrative Agent and to Borrower) in the ordinary course of business in sufficient amounts to maintain or continue their LIBO Rate Loans, then Administrative Agent shall immediately give notice of such condition to Borrower (the “Impacted LoansNotice of Inability to Determine Rates”). Thereafter, (x) After the obligation giving of any such Notice of Inability to Determine Rates and until Administrative Agent shall otherwise notify Borrower and the Lenders that the circumstances giving rise to make or maintain Eurodollar such condition no longer exist, Borrower’s right to request the continuation of LIBO Rate Loans shall be suspended, and (y) . Any Loan outstanding at the commencement of any such suspension shall be converted at the end of the then current Interest Period for such Loans into Base Rate Loans. Loans converted into Base Rate Loans shall accrue interest at the rate per annum equal to the Base Rate then in effect plus the event of a determination described in the preceding sentence Applicable Base Rate Margin. All computations with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the such Base Rate Loan shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans made as set forth in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first last sentence of this section or (2) the Administrative Agent or the Majority 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 LoansSection 2.1(d).

Inability to Determine Rates. If the Majority Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereto that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (cb) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Company may revoke any pending request for a Borrowing of, of or conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into (i) in the case of a New Vehicle Floorplan Committed Loan, a request for a New Vehicle Floorplan Committed Borrowing of Base Rate Loans Loans, (ii) in the case of a New Vehicle Floorplan Swing Line Loan, a request for a New Vehicle Floorplan Swing Line Borrowing of Base Rate Loans, (iii) in the case of Used Vehicle Floorplan Committed Loan, a request for a Used Vehicle Floorplan Committed Borrowing of Base Rate Loans, and (iv) in the case of a Used Vehicle Floorplan Swing Line Loan, a request for a Used Vehicle Floorplan Swing Line Borrowing of Base Rate Loans, in each case in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority 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.

Inability to Determine Rates. If the Majority Required Lenders determine that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan or a Bankers’ Acceptance (or BA Equivalent Note), as applicable, or a conversion to or continuation thereof that (a) US Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate LoanLoan or a Bankers’ Acceptance (or BA Equivalent Note), as applicable, (b) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency LIBOR Rate or BA Discount Rate, as applicable, for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing a Bankers’ Acceptance (or proposed Base Rate LoanBA Equivalent Note), as applicable, or (c) the Eurodollar Eurocurrency LIBOR Rate or BA Discount Rate, as applicable, for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or a Bankers’ Acceptance (or BA Equivalent Note), as applicable, does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Borrowers and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans or a Bankers’ Acceptance (or BA Equivalent Note), as applicable, shall be suspended, 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 suspended until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans or a Bankers’ Acceptance (or BA Equivalent Note), as applicable, or, failing that, will be deemed to have converted such request into a request for a Borrowing of (a) US Base Rate Loans to the Canadian Borrower or US Prime Rate Loans to the US Borrowers, as applicable, in the amount specified therein with respect to Eurocurrency Rate Loans, or (b) Cdn. Prime Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply therein with respect to the Impacted Loans until Bankers’ Acceptances (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (aor BA Equivalent Notes), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority 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.

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

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

Inability to Determine Rates. If the Majority Lenders determine that for any reason Except in connection with an occurrence described in Section 3.08, if in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof thereof, (a) the Administrative Agent determines that (ai) Dollar deposits are not being offered to banks in the London eurodollar interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan, or (bii) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (a) above, “Impacted Loans”), or (cb) the Eurodollar Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (xA) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspendedsuspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (yB) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (c) of the first sentence of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, Required Lenders may establish agree upon an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or section, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If Subject to Section 1.12, if the Majority Required Lenders reasonably determine in good faith that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan or a SOFR Loan or a conversion to or continuation thereof that (a) Dollar in the case of Eurocurrency Rate Loans, deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount amount, currency and Interest Period of such Eurodollar Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate or Adjusted Term SOFR for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or SOFR Loan or in connection with an existing or proposed Base Rate Loan, Loan or (c) the Eurodollar Eurocurrency Rate or Adjusted Term SOFR for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (xi) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans or SOFR Loans shall be suspended, and (yii) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate or Adjusted Term SOFR component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate or Adjusted Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans or SOFR 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, (ii) any outstanding affected Eurocurrency Rate Loans or SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period and (iii) in the case of a pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in an Available Currency (other than Dollars), the Company and Lenders may establish a mutually acceptable alternative rate. Notwithstanding Upon any such conversion, the foregoingapplicable Borrower shall also pay accrued interest on the amount so converted and all amounts due, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agentany, in consultation connection with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority 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 Loansconversion.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses clause (a), (b) or (c) above, “Impacted Loans”). Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority 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. 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 Majority Lenders notify the Administrative Agent (with, in the case of the Majority Lenders, a copy to Borrower) that the Borrower or Majority Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”); or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Majority Lenders have delivered to the Administrative Agent written notice that such Majority Lenders do not accept such amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of “LIBOR Successor Rate” shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

Inability to Determine Rates. (a) If the Majority Required Lenders reasonably determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loanreason, (b) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Eurocurrency Rate Loan, or (c) that the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Loan, or that deposits are not being offered to banks in the relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower Borrowers and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans in the affected currency or currencies shall be suspended, suspended and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Representative (on behalf of the Borrowers) may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency 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. Notwithstanding therein (or, in the foregoingcase of a pending request for a Loan denominated in an Alternative Currency, if the Majority Borrowers and the Lenders have made the determination described in clauses (amay establish a mutually acceptable alternative rate), . (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) If at any time the Administrative Agent revokes determines (which determination shall be conclusive absent manifest error) that (i) the notice delivered with respect circumstances set forth in Section 3.04(a) have arisen and such circumstances are unlikely to the Impacted Loans under clauses (a), (b) be temporary or (cii) the circumstances set forth in Section 3.04(a) have not arisen but the supervisor for the administrator of the first sentence of this section Eurocurrency Rate or (2) a Governmental Authority having jurisdiction over the Administrative Agent or has made a public statement identifying a specific date after which the Majority Lenders notify Eurocurrency Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Lux Borrower shall endeavor to establish an alternate rate of interest to the Eurocurrency Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 10.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) 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 alternative interest rate does not adequately and fairly reflect the cost Required Lenders object to such Lenders amendment. Until an alternate rate of funding interest shall be determined in accordance with this clause (b), (x) any Committed Loan Notice that requests the Impacted Loansconversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Rate Borrowing shall be ineffective, and (y) if any Committed Loan Notice requests a Eurocurrency Rate Borrowing, such Borrowing shall be made as a Base Rate Borrowing; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

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

Inability to Determine Rates. If the Majority Required Lenders determine that for any reason in connection with any request for advise the Administrative Agent prior to a Eurodollar Rate Borrowing, or a conversion of a Base Rate Loan to a Eurodollar Rate Loan or a conversion to or continuation thereof of a Eurodollar Rate Loan that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (bii) adequate and reasonable means do not exist for determining the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, Loan or (ciii) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will as promptly as practicable so notify the Borrower (by telephone and/or facsimile) and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) any Interest Election Request that requests the obligation conversion of the Lenders any Base Rate Loan to make or maintain a Eurodollar Rate Loans Loan or the continuation of a Eurodollar Rate Loan shall be suspendedineffective, (y) if any Borrowing Request requests a Eurodollar Rate Borrowing, then such Borrowing shall be made as a Base Rate Borrowing and (yz) in the event of a determination described in the preceding sentence with respect to the Eurodollar Base Rate component of the Base Rate, the utilization of the Eurodollar Base Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon Notwithstanding anything to the contrary contained herein, upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing ofEurodollar Rate Borrowing, conversion of a Base Rate Loan to a Eurodollar Rate Loan or a continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority 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.

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

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, the Lender determines that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders the Lender of funding such Eurodollar Rate Loan, the Administrative Agent Lender will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Borrower. Thereafter, (xi) the obligation of the Lenders Lender to make or maintain Eurodollar Rate Loans shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (yii) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) Lender revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if in the Majority Lenders have made the determination described in clauses (a), (b) or (c) case of this sectionsuch pending request, the Administrative AgentLender, in consultation with the Borrower and the Majority LendersBorrower, may establish an alternative interest rate for funding Loans in the Impacted Loansapplicable amount, and with the same Interest Period as the Loan requested to be made, converted or continued, as the case may be in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority 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.

Inability to Determine Rates. If the Majority Administrative Agent (in the case of clause (a) or (b) below) or the Required Lenders (in the case of clause (c) below) reasonably determine that for any reason in connection with any request for a Eurodollar Term Benchmark Rate Loan or a conversion to or continuation thereof that thereof: (a) Dollar deposits are Adjusted Term SOFR cannot being offered to banks be determined in accordance with the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, definition thereof, (b) adequate and reasonable means do not exist for determining the Eurodollar Term Benchmark Rate for any requested Interest Period with respect to a proposed Eurodollar Term Benchmark Rate Loan or in connection with an existing or proposed Base Rate Loan, or or (c) the Eurodollar Term Benchmark Rate for any requested Interest Period with respect to a proposed Eurodollar Term Benchmark Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (xi) the obligation of the Lenders to make or maintain Eurodollar Term Benchmark Rate Loans shall be suspended, and (yii) in the event of a determination described in the preceding sentence with respect to the Eurodollar Term Benchmark Rate component of the Base Rate, the utilization of the Eurodollar Term Benchmark Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Term Benchmark 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. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority 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.

Inability to Determine Rates. (a) If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (aA) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan, (bB) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate LoanLoan or (C) a fundamental change has occurred in the foreign exchange or interbank markets with respect to such Alternative Currency (including, without limitation, changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls) (in each case with respect to clause (i), “Impacted Loans”), or (cii) the Eurodollar Administrative Agent or the Required Lenders determine in good faith that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans in the affected currency or currencies shall be suspendedsuspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans in the affected currency or currencies or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. . (b) Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (ca)(i) of this sectionSection, the Administrative Agent, in consultation with the Borrower and the Majority affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (ca)(i) of the first sentence of this section or Section, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. (a) If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan, Term SOFR Loan, ▇▇▇▇▇ Rate Loan or Daily Simple SOFR Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (aA) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan or Term SOFR Loan, as applicable, for the relevant period in the case of a ▇▇▇▇▇ Rate Loan or for a period of one month in the case of Daily Simple SOFR Loan, (bB) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate or Term SOFR, as applicable, for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or Term SOFR Loan, as applicable (whether denominated in Dollars or an Alternative Currency), for the relevant period in the case of a ▇▇▇▇▇ Rate Loan or for a period of one month in the case of Daily Simple SOFR Loan or in connection with an existing or proposed Base Rate Loan or (C) a fundamental change has occurred in the foreign exchange or interbank markets with respect to such Alternative Currency (including, without limitation, changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls) which makes the funding or maintaining of Loans in such Alternative Currency impractical for the Appropriate Lenders (in each case with respect to clause (i), “Impacted Loans”), or (ii) the Administrative Agent or the Appropriate Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Eurocurrency Rate Loan, or (c) the Eurodollar Rate Term SOFR for any requested Interest Period with respect to a proposed Eurodollar Term SOFR Loan or the relevant period for a ▇▇▇▇▇ Rate Loan or Daily Simple SOFR Loan, does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans, Term SOFR Loans, ▇▇▇▇▇ Rate Loans or Daily Simple SOFR Loans, as applicable, in the affected currency or currencies shall be suspendedsuspended (to the extent of the affected Eurocurrency Rate Loans, Term SOFR Loans, ▇▇▇▇▇ Rate Loans, Daily Simple SOFR Loans or periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate Term SOFR component of the Base Rate, the utilization of the Eurodollar Rate Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Appropriate Lenders) revokes such notice. Upon receipt of such notice, the applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans, Term SOFR Loans, ▇▇▇▇▇ Rate Loans or Daily Simple SOFR Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Term SOFR Loans, ▇▇▇▇▇ Rate Loans, Daily Simple SOFR Loans or periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in Dollars in the amount specified therein. . (b) Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (ca)(i) of this sectionSection 3.03, the Administrative Agent, Agent in consultation with the Borrower Company and the Majority Appropriate Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (ca)(i) of the first sentence of this section or Section 3.03, (2) the Administrative Agent or the Majority Appropriate Lenders notify the Administrative Agent and the Borrower Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof. (c) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Company or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Company) that the Company or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining Term SOFR for any Interest Period hereunder or any other tenors of Term SOFR, including, without limitation, because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date after which Term SOFR or the Term SOFR Screen Rate shall no longer be made available, or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide Term SOFR after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) the administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of Term SOFR are no longer representative; or (iv) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.03, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace Term SOFR; then, in the cases of clauses (i)-(iii) above, on a date and time determined by the Administrative Agent (any such date, the “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and shall occur within a reasonable period of time after the occurrence of any of the events or circumstances under clauses (i), (ii) or (iii) above 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 SOFR plus the Related Adjustment, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “Term SOFR Successor Rate” and any such rate before giving effect to the Related Adjustment, the “Pre-Adjustment Successor Rate”) and in the case of clause (iv) above, the Company and Administrative Agent may amend this Agreement solely for the purpose of replacing Term SOFR under this Agreement and under any other Loan Document in accordance with the definition of “Term SOFR Successor Rate” and such amendment will become effective at 5:00 p.m., on the fifth Business Day after the Administrative Agent shall have notified all Lenders and the Company of the occurrence of the circumstances described in clause (iv) above unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to the implementation of a Term SOFR Successor Rate pursuant to such clause. The Administrative Agent will promptly (in one or more notices) notify the Company and each Lender of (x) any occurrence of any of the events, periods or circumstances under clauses (i) through (iii) above, (y) a Term SOFR Replacement Date and (z) the Term SOFR Successor Rate. Any Term SOFR 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 Term SOFR 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 Tern SOFR Successor Rate as so determined would otherwise be less than zero, the Term SOFR 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 Term SOFR Successor Rate, the Administrative Agent will have the right to make Term SOFR Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Term SOFR Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Term SOFR Conforming Changes to the Company and the Lenders reasonably promptly after such amendment becomes effective.

Inability to Determine Rates. (1) If the Majority Administrative Agent (in the case of clause (1) or (2) below) or the Required Lenders (in the case of clause (3) below) reasonably determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, , (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (xi) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (yii) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses . (a), (b2) or (c) of this section, If the Administrative Agent, Agent (in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate case of interest shall apply with respect to the Impacted Loans until clause (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent below) or the Majority Required Lenders notify (in the Administrative Agent case of clause (3) below) reasonably determine that for any reason in connection with any request for a EURIBOR Rate Loan or continuation thereof that (a) Euro deposits are not being offered to banks in the European interbank market for the applicable amount and Interest Period of such EURIBOR Rate Loan, (b) adequate and reasonable means do not exist for determining the Borrower that such alternative interest rate EURIBOR Rate for any requested Interest Period with respect to a proposed EURIBOR Rate Loan, or (c) the EURIBOR Rate for any requested Interest Period with respect to a proposed EURIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Impacted Administrative Agent will promptly so notify the Borrower and each Euro Term Lender. Thereafter, the obligation of the Lenders to make or maintain EURIBOR Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice and, unless the Administrative Agent (acting on instructions of the Required Lenders) and the Borrower otherwise agree to a substitute rate (it being understood that the Administrative Agent, Required Lenders and Borrower shall negotiate in good faith to amend the definition of “EURIBOR Rate” and other applicable provisions to preserve the original intent thereof in light of such change) such EURIBOR Rate Loans shall bear interest at such rate as the Administrative Agent (acting on instructions of the Required Lenders) shall determine adequately and fairly reflects the cost to the Euro Term Lenders of making or maintaining such EURIBOR Rate Loans for the applicable Interest Period plus the applicable percentage set forth in the definition of Applicable Rate with respect to such EURIBOR Rate Loans. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of or continuation of EURIBOR Rate Loans.

Inability to Determine Rates. If the Majority Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a)each, (b) or (c) above, a “Impacted LoansMarket Disruption Event”). Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding During any period in which a Market Disruption Event is in effect, the foregoingBorrower may request, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, through the Administrative Agent, that the Required Lenders confirm that the circumstances giving rise to the Market Disruption Event continue to be in consultation with effect. If, within ten Business Days following such confirmation request, the Required Lenders have not confirmed the continued effectiveness of such Market Disruption Event, then such Market Disruption Event shall no longer be deemed to be in effect; provided, that (A) the Borrower shall not be permitted to submit any such request more than once in any 30 day period and (B) nothing contained in this Section 3.03 or the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect failure to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) provide confirmation of the first sentence continued effectiveness of such Market Disruption Event shall in any way affect the Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this section or (2) the Administrative Agent or the Majority 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 LoansSection 3.03.

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

Inability to Determine Rates. If the Majority Required Lenders determine that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans in the affected currency or currencies shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans in the affected currency or currencies or, failing that, will be deemed to have converted such request into a request for a Borrowing of (or a conversion to) (A) in the case of such Loans that are (or are proposed to be) made to a Domestic Borrower and denominated in Dollars, Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) therein or (cB) in the case of this sectionany other Loans, a Loan bearing interest at the Overnight Rate for the requested currency, or in the case of a conversion of an existing Loan, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, currency in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost Loan was denominated prior to such Lenders of funding conversion plus the Impacted Applicable Rate for Eurocurrency Rate Loans.

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

Inability to Determine Rates. If the Majority Lenders determine that (a) If, for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent is advised by the Required Lenders that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (bii) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed (including because the Eurodollar Base Rate Loanis not available or published on a current basis), or (ciii) the Administrative Agent is advised by the Required Lenders that the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, 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 suspended until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding . (b) If at any time the foregoing, if Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the Majority Lenders circumstances set forth in clause (a)(ii) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(ii) have not arisen but either (w) the supervisor for the administrator of the Eurodollar Base Rate has made a public statement that the determination described in clauses administrator of the Eurodollar Base Rate is insolvent (aand there is no successor administrator that will continue publication of the Eurodollar Base Rate), (bx) the administrator of the Eurodollar Base Rate has made a public statement identifying a specific date after which the Eurodollar Base Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the Eurodollar Base Rate), (y) the supervisor for the administrator of the Eurodollar Base Rate has made a public statement identifying a specific date after which the Eurodollar Base Rate will permanently or indefinitely cease to be published or (cz) the supervisor for the administrator of the Eurodollar Base Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Eurodollar Base Rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Company shall promptly endeavor to establish an alternate rate of interest to the Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Credit Agreement to reflect such alternate rate of interest and such other related changes to this Credit 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 sectionCredit Agreement. Notwithstanding anything to the contrary in Section 10.01, such amendment shall become effective without any further action or consent of any other party to this Credit Agreement so long as the Administrative AgentAgent shall not have received, in consultation with within five Business Days of the Borrower and date a copy of such amendment is provided to the Majority Lenders, may establish a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternative interest rate for the Impacted Loans, in which case, such alternative alternate rate of interest shall apply be determined in accordance with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), this clause (b) (but, (A) in the case of the circumstances described in clause (ii)(w), clause (ii)(x) or clause (cii)(y) of the first sentence of this section Section 3.03(b), only to the extent the Eurodollar Base Rate for such Interest Period is not available or published at such time on a current basis and (2B) in the Administrative Agent case of the circumstances described in clause (ii)(z) of the first sentence of this Section 3.03(b), only to the extent the specific date referred to in such clause has occurred), (x) any Committed Loan Notice that requests the conversion of any Revolving Credit Borrowing to, or the Majority Lenders notify the Administrative Agent continuation of any Revolving Credit Borrowing as, Eurodollar Rate Loans shall be ineffective and the Borrower that (y) if any Committed Loan Notice requests a Borrowing of Eurodollar Rate Loans, such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted LoansBorrowing shall be made as a Base Rate Loan.

Inability to Determine Rates. If the Majority Lenders determine that for any reason (a) Administrative Agent determines in connection with any request for a Borrowing or continuation of, or a conversion to, Eurodollar Rate Loan or a conversion to or continuation thereof that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar offered market for the applicable amount and Interest Period of such Eurodollar Rate Loan, Loan or (bii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (cb) Required Lenders determine in connection with any request for a Borrowing or continuation of, or a conversion to, a Eurodollar Rate Loan that the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the then Administrative Agent will promptly so notify the Borrower Borrowers and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)writing. Thereafter, (x1) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall will be suspended, and (y2) 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 will be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Revolving Credit Borrowing consisting of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority 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.

Inability to Determine Rates. If the Majority Required Lenders determine that for any reason in connection with any request for advise the Administrative Agent prior to a Eurodollar Rate Borrowing or a conversion of a Base Rate Loan to a Eurodollar Rate Loan or a conversion to or continuation thereof of a Eurodollar Rate Loan that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (bii) adequate and reasonable means do not exist for determining the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, Loan or (ciii) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will as promptly as practicable so notify the Borrower (by telephone and/or fax) and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) any Interest Election Request that requests the obligation conversion of the Lenders any Base Rate Loan to make or maintain a Eurodollar Rate Loans Loan or the continuation of a Eurodollar Rate Loan shall be suspendedineffective, (y) if any Borrowing Request requests a Eurodollar Rate Borrowing, then such Borrowing shall be made as a Base Rate Borrowing and (yz) in the event of a determination described in the preceding sentence with respect to the Eurodollar Base Rate component of the Base Rate, the utilization of the Eurodollar Base Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon Notwithstanding anything to the contrary herein, upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing ofEurodollar Rate Borrowing, conversion of a Base Rate Loan to a Eurodollar Rate Loan or a continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority 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.

Inability to Determine Rates. If the Majority Lenders determine Administrative Agent reasonably determines, or the Administrative Agent is advised by the Required Lenders, that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (bii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (ciii) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such the Required Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in Base Rate Loans as to which the event of a determination described in the preceding sentence with respect interest rate is determined by reference 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 suspended until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice, such revocation not to be unreasonably withheld or delayed and each Lender’s Eurodollar Rate Loans shall be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for Eurodollar Rate Loans (or, in the case of a conversion required by Section 3.02 on such earlier date as such Lender may specify to the Borrower with a copy to the Administrative Agent). Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing ofthe borrowing of Revolving Loans, conversion to or continuation of the Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing the borrowing of Revolving Loans that are Base Rate Loans (with the Base Rate determined other than by reference to the Eurodollar Rate (as provided in the definition of Base Rate)) in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority 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.

Inability to Determine Rates. If the Majority Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (bii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (ciii) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate LoanLoan (each, a “Market Disruption Event”), the Administrative Agent will promptly so notify the Borrower Borrowers and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding During any period in which a Market Disruption Event is in effect, the foregoingBorrowers may request, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, through the Administrative Agent, in consultation with that the Borrower and Required Lenders confirm that the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect circumstances giving rise to the Impacted Loans until Market Disruption Event continue to be in effect. If, within ten Business Days following such confirmation request, the Required Lenders have not confirmed the continued effectiveness of such Market Disruption Event, then such Market Disruption Event shall no longer be deemed to be in effect; provided, that (1A) the Administrative Agent revokes Borrowers shall not be permitted to submit any such request more than once in any 30 day period and (B) nothing contained in this Section 3.03 or the notice delivered with respect failure to the Impacted Loans under clauses (a), (b) or (c) provide confirmation of the first sentence continued effectiveness of such Market Disruption Event shall in any way affect the Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this section or (2) the Administrative Agent or the Majority 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 LoansSection 3.03.

Inability to Determine Rates. If the Majority Lenders determine Administrative Agent reasonably determines, or the Administrative Agent is advised by the Required Lenders, that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (bii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (ciii) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such the Required Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in Base Rate Loans as to which the event of a determination described in the preceding sentence with respect interest rate is determined by reference 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 suspended until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice, such revocation not to be unreasonably withheld or delayed and each Lender’s Eurodollar Rate Loans shall be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for Eurodollar Rate Loans (or, in the case of a conversion required by Section 3.02 on such earlier date as such Lender may specify to the Borrower with a copy to the Administrative Agent). Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing ofthe borrowing of Loans, conversion to or continuation of the Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing the borrowing of Loans that are Base Rate Loans (with the Base Rate determined other than by reference to the Eurodollar Rate (as provided in the definition of Base Rate)) in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority 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.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in If the London interbank eurodollar market for Administrative Agent determines (which determination shall be conclusive absent manifest error), or the applicable amount and Interest Period Required Lenders notify the Administrative Agent that the Required Lenders have determined, that (i) by reason of such Eurodollar Rate Loancircumstances affecting the relevant market, (b) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any such Interest Period (and the circumstances described in Section 3.05(b) do not apply) or (ii) the Eurocurrency Rate for such requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders (as certified by such Lenders, which certification shall be conclusive absent manifest error) of funding making or maintaining their affected Loans during such Eurodollar Rate LoanInterest Period, then the Administrative Agent will promptly so notify shall give telecopy or telephonic notice thereof to the Lead Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)the relevant Lenders as soon as practicable thereafter. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans in the affected currency or currencies shall be suspended, suspended and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower (on behalf of the Borrowers) may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, (A) with respect to a pending request for Loans denominated in Dollars, the Lead Borrower will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein and (B) with respect to Loans denominated in any Alternative Currency, at the election of the Lead Borrower, (1) such request shall be converted into a request for a Borrowing of Base Rate Loans denominated in Dollars (subject to the foregoing clause (y)) in the Dollar Equivalent of the amount specified therein (and, in the case of any outstanding Eurocurrency Rate Loans, regardless of whether such request is made, such Loans will automatically be deemed to be converted to Base Rate Loans denominated in Dollars in the Dollar Equivalent of such Loans at the end of the applicable Interest Period) or (2) the applicable Borrower shall repay such Eurocurrency Loans (to the extent outstanding) in full at the end of the applicable Interest Period; provided, however that if no such election is made by the Lead Borrower with in three (3) days after receipt of such notice, the Lead Borrower shall be deemed to have elected clause (1) above. (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 Required Lenders notify the Administrative Agent that the Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.05, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Lead Borrower may amend this Agreement or any other Loan Document solely for the purpose of replacing LIBOR in accordance with this Section 3.05 with (x) one or more SOFR-Based Rates, provided that any SOFR-Based Rate shall only apply to Loans in U.S. Dollars, or (y) another alternate benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar (or, with respect to the benchmark of another applicable currency, such applicable currency) denominated syndicated credit facilities for such alternative benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar (or, with respect to the benchmark of another applicable currency, such applicable currency) denominated syndicated credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated (the “Adjustment;” and any such proposed rate, a “LIBOR Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders (A) in the case of an amendment to replace LIBOR with a rate described in clause (x), object to the Adjustment; or (B) in the case of an amendment to replace LIBOR with a rate described in clause (y), object to such amendment; provided that for the avoidance of doubt, in the case of clause (A), the Required Lenders shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Lead Borrower. (c) If no LIBOR Successor Rate has been determined and the circumstances under clause (a)(i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended, (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, (A) with respect to a pending request for Loans denominated in Dollars, the Lead Borrower will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses therein and (a), (bB) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to Loans denominated in any Alternative Currency, at the Impacted Loans until election of the Lead Borrower, (1) the Administrative Agent revokes the notice delivered with respect such request shall be converted into a request for a Borrowing of Base Rate Loans denominated in Dollars (subject to the Impacted Loans under clauses foregoing clause (ay), (b) or (c) in the Dollar Equivalent of the first sentence amount specified therein (and, in the case of this section any outstanding Eurocurrency Loans, regardless of whether such request is made, such Loans will automatically be deemed to be converted to Base Rate Loans denominated in Dollars in the Dollar Equivalent of such Loans at the end of the applicable Interest Period) or (2) the Administrative Agent or applicable Borrower shall repay such Eurocurrency Loans (to the Majority Lenders notify extent outstanding) in full at the end of the applicable Interest Period; provided, however that if no such election is made by the Lead Borrower within three (3) days after receipt of such notice, the Lead Borrower shall be deemed to have elected clause (1) above. (d) Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement. (e) In connection with the implementation of a LIBOR Successor Rate, the Administrative Agent and will have the Borrower that right to make LIBOR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such alternative interest rate does not adequately and fairly reflect LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the cost Administrative Agent shall post each such amendment implementing such LIBOR Successor Conforming Changes to the Lenders reasonably promptly after such Lenders of funding the Impacted Loansamendment becomes effective.

Inability to Determine Rates. If (a) Except in the Majority Lenders determine that for any reason case of circumstances described in Section 3.03(b), if in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (aA) Dollar deposits (whether denominated in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank eurodollar market for such currency for (x) the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate LoanLoan not denominated in Sterling or (y) the applicable amount of such Eurocurrency Rate Loan denominated in Sterling, or (bB)(x) adequate and reasonable means do not exist for determining (1) in the Eurodollar case of a Eurocurrency Rate Loan not denominated in Sterling, the Eurocurrency Rate for any requested Interest Period with respect to such proposed Eurocurrency Rate Loan or (2) in the case of a Eurocurrency Rate Loan denominated in Sterling, the Eurocurrency Rate with respect to such proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate LoanLoan and (y) the circumstances described in Section 3.03(b) do not apply (in each case with respect to this clause (a)(i), “Impacted Loans”), or (cii) the Eurodollar Administrative Agent or the Required Lenders determine that for any reason (1) in the case of a Eurocurrency Rate Loan not denominated in Sterling, the Eurocurrency Rate for any requested Interest Period with respect to a such proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Eurocurrency Rate Loan or (2) in the case of a Eurocurrency Rate Loan denominated in Sterling, the Eurocurrency Rate with respect to such proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans in the affected currency or currencies shall be suspendedsuspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of any determination by the Required Lenders described in clause (a)(ii) above, until the Administrative Agent, upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount specified thereintherein and (y)(A) any outstanding affected Eurocurrency Rate Loans denominated in Dollars will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period and (B) any outstanding affected Eurocurrency Rate Loans, at the Company’s election, shall either (1) be converted into a Borrowing of Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount of such outstanding Eurocurrency Rate Loans denominated in Sterling (immediately) or Eurocurrency Rate Loans not denominated in Sterling (at the end of the applicable Interest Period) or (2) be prepaid in full (immediately, or at the end of the applicable Interest Period with respect to Eurocurrency Rate Loans not denominated in Sterling, as applicable); provided that if no election is made by the Company by the earlier of (X) the date that is three Business Days after receipt by the Company of such notice and (Y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan not denominated in Sterling, the Company shall be deemed to have elected clause (1) above. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (ca)(i) of this section, the Administrative Agent, in consultation with the Borrower Company and the Majority affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (ca)(i) of the first sentence of this section or section, (2) the Administrative Agent or the Majority affected Lenders notify the Administrative Agent and the Borrower Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof. The Administrative Agent will promptly (in one or more notices) notify the Company and each Lender of the establishment of an alternative interest rate pursuant to this paragraph. (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 Company or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Company) that the Company or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining (A) in the case of a Eurocurrency Rate Loan not denominated in Sterling, the Applicable Reference Rate for an Applicable Currency for any requested Interest Period or any other tenors of the Eurocurrency Rate or (B) in the case of a Eurocurrency Rate Loan denominated in Sterling, the Applicable Reference Rate therefor, including, in each case, without limitation, because the Applicable Reference Rate for such Applicable Currency is not available or published on a current basis and such circumstances are unlikely to be temporary, or (ii) the administrator of the Applicable Reference Rate for an Applicable Currency or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Applicable Reference Rate for such Applicable Currency shall no longer be made available, or used for determining the interest rate of loans denominated in such Applicable Currency (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 the Applicable Reference Rate for such Applicable Currency) (such specific date, the “Scheduled Unavailability Date”), or (iii) the administrator of the Applicable Reference Rate for an Applicable Currency or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of such Applicable Reference Rate are no longer representative, or (iv) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the Applicable Reference Rate for such Applicable Currency, then, (A) in the case of a Eurocurrency Rate Loan denominated in Dollars: in the case of clauses (i)-(iii) above, on a date and time determined by the Administrative Agent (any such date, the “LIBOR 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 shall occur within a reasonable period of time after the occurrence of any of the events or circumstances under clause (i), (ii) or (iii) above and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, LIBOR will be replaced hereunder and under the other Loan Documents with, subject to the proviso below, the first available alternative set forth in the order below for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “LIBOR Successor Rate”; and any such rate before giving effect to the Related Adjustment, the “Pre-Adjustment Successor Rate”):

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (a) the Administrative Agent determines that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, Loan or (bii) adequate and reasonable means do not exist for determining the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (a) above, “Impacted Loans”), or (cb) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the applicable Borrower and each Lender (each of the events or occurrences described in each case with respect to clauses clause (a) above or this clause (b), (b) or (c) above, a “Impacted LoansMarket Disruption Event”). Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspendedsuspended (to the extent of the affected Eurodollar Rate 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 Base Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) Required Lenders revokes such notice. Upon receipt of such notice, the applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. During any period in which a Market Disruption Event is in effect, the applicable Borrower may request, through the Administrative Agent, that the Required Lenders or the Administrative Agent, as applicable, confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect. If, within ten Business Days following such confirmation request, the Administrative Agent or the Required Lenders, as applicable, have not confirmed the continued effectiveness of such Market Disruption Event, then such Market Disruption Event shall no longer be deemed to be in effect; provided, that (A) the applicable Borrower shall not be permitted to submit any such request more than once in any 30 day period and (B) nothing contained in this Section 3.03 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or the Required Lenders’, as applicable, right to provide any additional notices of a Market Disruption Event as provided in this Section 3.03. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (c) of this sectionSection 3.03, the Administrative Agent, in consultation with the Borrower Required Lenders and with the Majority Lendersapproval of the applicable Borrower, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes (or is deemed to have revoked) the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or Section 3.03, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the applicable Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the applicable Borrower written notice thereof.

Inability to Determine Rates. (a) If the Majority Administrative Agent or the Required Lenders determine that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof that (ai) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank eurodollar market for the applicable currency for the applicable amount and Interest Period of such Eurodollar the Eurocurrency Rate Loan, as the case may be, (bii)(x) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan Loan, as the case may be, or in connection with an existing or proposed Base Rate Loan, and (y) the circumstances described in clause (c)(i) below do not apply (in each case with respect to clauses (i) and (ii) above, “Impacted Loans”) or (ciii) the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan Loan, as the case may be does not adequately and fairly reflect the cost to such the Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)all Lenders. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans Loans, as the case may be, in the affected currency or currencies shall be suspended, suspended and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon or the instruction of the Majority Lenders) revokes Required Lenders revoke such notice. Upon receipt of such notice, the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans Loans, as the case may be in the affected currency or currencies or, failing that, solely with respect to Loans to be made in Dollars, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. . (b) Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (ba)(i) or (ca)(ii) of this sectionabove, the Administrative Agent, in consultation with the Borrower Agent and the Majority Lenders, Company may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1i) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (ba)(i) or (ca)(ii) of the first sentence of this section or above, (2ii) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Borrower Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (iii) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof. (c) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Company or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Company) that the Company or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including without limitation because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or (iii) syndicated revolving facilities currently being executed, or that include language similar to that contained in this Section 3.03, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Company may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. If no LIBOR Successor Rate has been determined and the circumstances under clause (c)(i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended, (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

Inability to Determine Rates. If Subject to Section 3.3(b), if (i) Administrative Agent or the Majority Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan LIBOR Portion or a conversion to or continuation thereof that (aA) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate LoanLIBOR Portion, (bB) adequate and reasonable means do not exist for determining the Eurodollar Rate LIBOR for any requested Interest Period with respect to a proposed Eurodollar Rate Loan LIBOR Portion or in connection with an existing or proposed Base Rate LoanPortion, or (cC) the Eurodollar Rate LIBOR for any requested Interest Period with respect to a proposed Eurodollar Rate Loan LIBOR Portion does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate LoanLIBOR Portion, or (ii) by reason of any Change in Law any Lender would become subject to restrictions on the amount of a category of liabilities or assets which it may hold and notifies Administrative Agent of same, Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans LIBOR Portions shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate LIBOR component of the Base Rate, the utilization of the Eurodollar Rate LIBOR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans LIBOR Portions or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans Portions in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority 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.

Inability to Determine Rates. If the Majority Lenders determine Lender determines that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof of a Eurodollar Rate Loan that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (a) above, “Impacted Loans”), or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders the Lender of funding such the Eurodollar Rate LoanLoan or any portion thereof, the Administrative Agent Lender will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Borrower. Thereafter, (x) the obligation of the Lenders Lender to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) Lender revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Lender has made the determination described in clauses clause (a), (b) or (c) of this sectionSection, the Administrative AgentLender, in consultation with the Borrower and the Majority LendersBorrower, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent Lender revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or Section, (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and Lender notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders the Lender of funding the Impacted Loans, or (3) the Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Lender or its applicable Lending Office to make, maintain or fund a Term Loan 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 the Lender to do any of the foregoing and provides the Borrower written notice thereof.

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

Inability to Determine Rates. If the Majority Administrative Agent or the Required Lenders reasonably determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Adjusted Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, Loan or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (xi) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (yii) in the event of a determination described in the preceding sentence with respect to the Adjusted Eurodollar Rate component of the Base Rate, the utilization of the Adjusted Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing; provided, however, that if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish applicable Lenders cannot agree within a reasonable time on an alternative interest rate for such Loans, the Impacted LoansBorrower may, at its discretion, either (x) prepay such Loans or (y) maintain such Loans outstanding, in which case, such alternative the interest rate of interest shall apply with respect payable to the Impacted applicable Lender on such Loans until (1) will be the rate determined by the Administrative Agent revokes the notice delivered as its cost of funds to fund a Borrowing of such Loans with respect maturities comparable to the Impacted Loans under clauses (a), (b) or (c) of Interest Period applicable thereto plus the first sentence of this section or (2) the Administrative Agent or the Majority 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 LoansApplicable Rate.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, the Lender determines that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, Loan or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders the Lender of funding such Eurodollar Rate Loan, the Administrative Agent Lender will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Borrower. Thereafter, (xi) the obligation of the Lenders Lender to make or maintain Eurodollar Rate Loans shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (yii) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) Lender revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if in the Majority Lenders have made the determination described in clauses (a), (b) or (c) case of this sectionsuch pending request, the Administrative AgentLender, in consultation with the Borrower and the Majority LendersBorrower, may establish an alternative interest rate for funding Loans in the Impacted Loansapplicable currency and amount, and with the same Interest Period as the Loan requested to be made, converted or continued, as the case may be in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority 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.

Inability to Determine Rates. If the Majority Required Lenders reasonably determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that thereof, and each Lender comprising the Required Lenders has made a similar determination with respect to other similarly situated borrowers (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority 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.

Inability to Determine Rates. If If, after the Majority Closing Date, the Required Lenders reasonably determine that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount amount, currency and Interest Period of such Eurodollar Eurocurrency Rate LoanLoan (such Loans, the “Impacted Loans”), (b) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Borrowers and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency 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. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (c) of this sectionSection 3.03, the Administrative Agent, in consultation with the Borrower and consent of the Majority LendersParent Borrower, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or Section 3.03, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Borrower Borrowers that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law 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 Borrowers written notice thereof. 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 Borrowers) that the Borrowers or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.03, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Parent Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined in Section 1.01) and any such amendment shall become effective upon execution by the Administrative Agent and the Administrative Borrower at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrowers and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended, (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (a) the Administrative Agent determines that (ai) Dollar deposits are not generally being offered to banks in the London interbank eurodollar Eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (bii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (a)(i) above, “Impacted Loans”), or (cb) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Required Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender Lender. Thereafter (and including after any event in each case with respect to clauses (a1), (b2) or and (c3) above, “Impacted Loans”). Thereafter, in the next paragraph below) (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) Required Lenders revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Revolving Credit Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (ca)(i) of this sectionSection, the Administrative Agent, in consultation with the Borrower and the Majority Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or Section, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Required Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (a) the Administrative Agent determines that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, Loan or (bii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (a)(i) above or this clause (a)(ii), “Impacted Loans”), or (cb) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a)each, (b) or (c) above, a “Impacted LoansMarket Disruption Event”). Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. During any period in which a Market Disruption Event is in effect, the Borrower may request, through the Administrative Agent, that the Required Lenders or the Administrative Agent, as applicable, confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect. If, within ten Business Days following such confirmation request, the Administrative Agent or the Required Lenders, as applicable, have not confirmed the continued effectiveness of such Market Disruption Event, then such Market Disruption Event shall no longer be deemed to be in effect; provided, that (A) the Borrower shall not be permitted to submit any such request more than once in any 30 day period and (B) nothing contained in this Section 3.03 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or the Required Lenders’, as applicable, right to provide any additional notices of a Market Disruption Event as provided in this Section 3.03. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (c) of this sectionSection 3.03, the Administrative Agent, in consultation with the Borrower and the Majority Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or Section 3.03, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. (a) If the Majority Required Lenders reasonably determine that (i) for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate or the Adjusted Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan (including because the LIBO Rate is not available or published on a current basis), (ii) they are unable to obtain matching deposits in connection with an existing the London inter-bank market at or proposed Base Rate Loan, about 11:00 a.m. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Loans as a part of such Borrowing during its Interest Period or (ciii) the Eurodollar Eurocurrency Rate or the Adjusted Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does for such Loans will not adequately and fairly reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurocurrency Rate Loans for such Eurodollar Rate LoanInterest Period, the Administrative Agent will promptly so notify the Borrower ESI and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspended, 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 suspended until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans or, failing that, in the case of Eurocurrency Rate Loans will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in Dollars in (or, in the case of any applicable Loan in an Alternative Currency, in an amount equal to the Dollar Equivalent thereof) the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), . (b) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, if at any time (i) there ceases to exist a LIBO Rate or other interbank rate in the London market regulated or otherwise overseen or authorized by the ICE Benchmark Administration or U.K. Financial Conduct Authority for interest periods greater than one Business Day or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1ii) the Administrative Agent revokes determines (which determination shall be conclusive absent manifest error) that the notice delivered with respect circumstances set forth in clause (i) of Section 3.03(a) have arisen and such circumstances are unlikely to the Impacted Loans under clauses (a), (b) be temporary or (ciii) the circumstances in clause (i) of Section 3.03(a) have not arisen but the first sentence supervisor for the administrator of this section the US LIBO Rate, EURIBO Rate or (2) Alternate Currency LIBO Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the US LIBO Rate, EURIBO Rate or the Majority Lenders notify Alternate Currency LIBO Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and ESI or the applicable Borrower shall endeavor to promptly establish an alternate rate of interest to the Adjusted Eurocurrency Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for fixed periods for syndicated loans in the United States at such time (it being agreed that such alternative rate shall at no time be less than 0.00% per annum), and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes as may be applicable which are agreed by ESI or the applicable Borrower and the Administrative Agent at such time. Notwithstanding anything to the contrary in the Loan Documents such amendment shall become effective without any further action or consent of any other party to Loan Documents so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate does not adequately and fairly reflect of interest is provided to the cost Lenders, a written notice from the Required Lenders stating that they object to such Lenders of funding the Impacted Loansamendment.

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

Inability to Determine Rates. If the Majority Lenders determine Lender determines that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clauses (a) and (b) above, “Impacted Loans”), or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders the Lender of funding such Eurodollar Rate Loan, the Administrative Agent Lender will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Borrower. Thereafter, (xi) the obligation of the Lenders Lender to make or maintain Eurodollar Rate Loans shall be suspended, and (yii) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) Lender revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Lender has made the determination described in clauses clause (a), (b) or (cb) of this section, the Administrative AgentLender, in consultation with the Borrower and the Majority LendersBorrower, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent Lender revokes the notice delivered with respect to the Impacted Loans Loan under clauses (a)this section, (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and Lender notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) the Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful for the Lender 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 the Lender to do any of the foregoing and provides the Borrower written notice thereof.

Inability to Determine Rates. If Subject to Section 2.14, if, on or prior to the Majority first day of any Interest Period for any SOFR Loan: (1) the Administrative Agent determines (which determination shall be made at the direction of the Required Lenders and shall be conclusive and binding absent manifest error) that “ Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, or (a) If,the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate SOFR Loan or a conversion to tothereto or a continuation thereof of a Eurodollar Rate Loan, (i) the Administrative Agent determines (at the direction of the Required Lenders) that (aA) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (bB) (1) adequate and reasonable means do not exist for determining the Eurodollar Rate forthereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan and (2) the circumstances described in Section 3.03(c)(i) do not apply (in each case with respect to clause (i), “Impacted Loans”), or (cii) the Administrative Agent determines 40 (at the direction of the Required Lenders) that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate RateSOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, making and maintaining such Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) Upon the delivery of such notice, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue or maintain permit any conversion to a Eurodollar Rate LoanSOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loan or Interest Period), 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 caseSOFR Loans or affected Interest Periods) until the Administrative Agent (upon uponat the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of a Eurodollar Rate LoanSOFR 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. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) extent of the first sentence of this section affected Eurodollar Rate Loan or (2) the Administrative Agent or the Majority 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 LoansInterest Period).

Inability to Determine Rates. If With respect to any RFR Loan or Eurocurrency Rate Loan, subject to Section 3.07, if: (a) the Majority Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that: (A) if Daily Simple RFR or Adjusted Daily Simple RFR is utilized in any calculations hereunder or under any other Loan Document, “Daily Simple RFR” or “Adjusted Daily Simple RFR”, as applicable, cannot be determined pursuant to the definition thereof or (B) if Adjusted Term SOFR or Adjusted Eurocurrency Rate is utilized in any calculations hereunder or under any other Loan Document, “Adjusted Term SOFR” or “Adjusted Eurocurrency Rate”, as applicable, cannot be determined pursuant to the definition thereof on or prior to the first day of any Interest Period; or (ii) with respect to any such Loan denominated in an Alternative Currency, a fundamental change has occurred in the foreign exchange or interbank markets with respect to such Alternative Currency (including changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls); (b) with respect to any Eurocurrency Rate Loan or any request therefor or a conversion thereto or a continuation thereof, the Required Lenders determine (which determination shall be conclusive and binding absent manifest error) that deposits in the applicable Alternative Currency are not being offered to banks in the applicable offshore interbank market for the applicable Alternative Currency, amount or Interest Period of such Eurocurrency Rate Loan; or (c) the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate such Loan or a conversion to thereto or a continuation thereof that (ai) Dollar deposits are not being offered to banks if Daily Simple RFR or if Adjusted Daily Simple RFR is utilized in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loanany calculations hereunder or under any other Loan Document, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan Daily Simple RFR or in connection with an existing or proposed Base Rate LoanAdjusted Daily Simple RFR, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan as applicable, does not adequately and fairly reflect the cost to such Lenders of funding making or maintaining such Eurodollar Loans or (ii) if Adjusted Term SOFR or if Adjusted Eurocurrency Rate Loanis utilized in any calculations hereunder or under any other Loan Document, Adjusted Term SOFR or Adjusted Eurocurrency Rate, as applicable, does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loan during the applicable Interest Period, and, in the case of (i) or (ii), the Required Lenders have provided notice of such determination to the Administrative Agent, then, in each case, the Administrative Agent will promptly so notify the Borrower and each Lender (applicable Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make RFR Loans or Eurocurrency Rate Loans, as applicable, in each such Alternative Currency, and any right of the Borrower to convert any Loan in each such Alternative Currency (if applicable) to or continue any Loan as an RFR Loan or a Eurocurrency Rate Loan, as applicable, in each such Alternative Currency, shall be suspended (to the extent of the affected RFR Loans or Eurocurrency Rate Loans or, in the case of Term SOFR Loans or Eurocurrency Rate Loans, the affected Interest Periods) until the Administrative Agent (with respect to clauses (a), clause (b) or (c) above), “Impacted Loans”). Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon at the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Eurodollar RFR Loans or Eurocurrency Rate Loans in each such affected Alternative Currency (to the extent of the affected RFR Loans or Eurocurrency Rate Loans or, in the case of Term SOFR Loans or Eurocurrency Rate Loans, the affected Interest Periods) or, failing that, (I) in the case of any request for an affected RFR Borrowing in Dollars, 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 thereintherein and (II) in the case of any request for an affected RFR Borrowing or Eurocurrency Rate Borrowing in an Alternative Currency other than Dollars, then such request shall be ineffective and (B)(I) any outstanding affected Term SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period and (II) any outstanding affected Loans denominated in an Alternative Currency other than Dollars, at the Borrower’s election, shall either (1) be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period or (2) be prepaid in full immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is the earlier of (x) three Business Days after receipt by the Borrower of such notice or (y) with respect to a Eurocurrency Rate Loan, the last day of the current Interest Period, the Borrower shall be deemed to have elected clause (1) above. Notwithstanding Upon any such prepayment or conversion, the foregoingBorrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.05. Subject to Section 3.07, if the Majority Lenders have made Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the determination described in clauses (a), (b) or (c) of this sectiondefinition thereof on any given day, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest on Base Rate Loans shall apply with respect to the Impacted Loans until (1) be determined by the Administrative Agent revokes the notice delivered with respect without reference to the Impacted Loans under clauses (a), (b) or clause (c) of the first sentence definition of this section or (2) “Base Rate” until the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that revokes such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loansdetermination.

Inability to Determine Rates. If (a) Unless and until a Replacement Rate is implemented in accordance with clause (b) below, if the Majority Required Lenders determine that for any reason in connection with any request for advise the Administrative Agent prior to a Eurodollar Rate Borrowing or a conversion of a Base Rate Loan to a Eurodollar Rate Loan or a conversion to or continuation thereof of a Eurodollar Rate Loan that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (bii) adequate and reasonable means do not exist for determining the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, Loan or (ciii) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will as promptly so as practicable notify the applicable Borrower (by telephone and/or fax) and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) any Interest Election Request that requests the obligation conversion of the Lenders any Base Rate Loan to make or maintain a Eurodollar Rate Loans Loan or the continuation of a Eurodollar Rate Loan shall be suspendedineffective, (y) if any Borrowing Request requests a Eurodollar Rate Borrowing, then such Borrowing shall be made as a Base Rate Borrowing and (yz) in the event of a determination described in the preceding sentence with respect to the Eurodollar Base Rate component of the Base Rate, the utilization of the Eurodollar Base Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon Notwithstanding anything to the contrary herein, upon receipt of such notice, the such Borrower may revoke any pending request for a Borrowing ofEurodollar Rate Borrowing, conversion of a Base Rate Loan to a Eurodollar Rate Loan or a continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), . (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) If at any time the Administrative Agent revokes notifies the notice delivered with respect to the Impacted Loans under clauses (a)Borrowers that it has determined, (b) or (c) of the first sentence of this section or (2) the Administrative Agent either any Borrower or the Majority Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrowers) that such Borrower or such Required Lenders (as applicable) have determined, that: (i) the circumstances set forth in Section 3.03(a)(i) or (ii) have arisen and such circumstances are unlikely to be temporary or (ii) the administrator of the Eurodollar Base Rate 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 the Eurodollar Base Rate shall no longer be made available or used for determining interest rates for loans in the U.S. syndicated loan market in Dollars (such specific date, the “Scheduled Unavailability Date”), then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower Borrowers may agree to amend this Agreement to establish an alternate rate of interest to the Eurodollar Base Rate (including any mathematical or other adjustments to such alternate rate of interest (if any) incorporated therein or to the Applicable Margin), giving due consideration to any evolving or then existing convention for similar syndicated credit facilities in the U.S. market denominated in Dollars and to any selection, endorsement or recommendation of a replacement rate and/or replacement spread or the mechanism for determining such a rate or spread by the relevant Governmental Authority in effect at such time )any such proposed rate, a “Replacement Rate”), together with any proposed Replacement Rate Conforming Changes; provided that such alternative interest rate does amendment shall provide that if such Replacement Rate shall be less than zero, such Replacement Rate shall be deemed to be zero for purposes of this Agreement. Notwithstanding anything to the contrary in Section 10.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not adequately and fairly reflect have received, within five (5) Business Days of the cost date a copy of such amendment is provided to the Lenders, written notice from the Required Lenders stating that such Lenders object to such amendment. If no Replacement Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrowers and each Lender, and thereafter until execution of an amendment to implement an alternative rate in accordance with the foregoing, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of funding the Impacted Loansaffected Eurodollar Rate Loans or Interest Periods), and (y) the Eurodollar Base Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrowers may revoke any pending request for a Loan of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof (a) the Administrative Agent determines that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (bii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (a)(i) above, the “Impacted Loans”), or (cb) the Administrative Agent or the affected Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses of (a) through (b), (b) or (c) above, a “Impacted LoansMarket Disruption Event”). Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (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 case, until the Administrative Agent (upon the instruction of the Majority affected Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. During any period in which a Market Disruption Event is in effect, the Borrower may request, through the Administrative Agent, that the affected Lenders (who gave such notice), as applicable, confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect. If, within thirty (30) Business Days following such confirmation request, the affected Lenders have not confirmed the continued effectiveness of such Market Disruption Event, then such Market Disruption Event shall no longer be deemed to be in effect; provided that (A) the Borrower shall not be permitted to submit any such request more than once in any 30-day period and (B) nothing contained in this Section 3.03 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the affected Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 3.03. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (ca)(i) of this sectionSection 3.03, the Administrative Agent, in consultation with the Borrower and the Majority affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or Section 3.03, (2) the Administrative Agent or the Majority affected Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any 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 Rates. (a) If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof (ai) the Administrative Agent determines that (aiA) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (biiB) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to this clause (a)(i) above, “Impacted Loans”), or (cbii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspendedsuspended (to the extent of the affected Eurodollar Rate 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 (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 3.03(a), until the Administrative Agent upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. . (b) Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority 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.has made the

Inability to Determine Rates. (a) If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (aA) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan, (bB) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate LoanLoan or (C) a fundamental change has occurred in the foreign exchange or interbank markets with respect to such Alternative Currency (including, without limitation, changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls) (in each case with respect to clause (i), “Impacted Loans”), or (cii) the Eurodollar Administrative Agent or the Required Lenders determine that for any reason Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans in the affected currency or currencies shall be suspendedsuspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in Dollars in the amount specified therein. . (b) Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (ca)(i) of this sectionSection, the Administrative Agent, Agent in consultation with the Borrower Company and the Majority Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (ca)(i) of the first sentence of this section or Section, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Borrower Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrowers written notice thereof.

Inability to Determine Rates. If With respect to Loans other than the Majority 2021 Other Term B-1 Loans, the 2021 Other Term B-2 Loans, the 2022 Term B Loans and, the 2022 Term B-2 Loans and the 2024 Term B-1 Loans, if the Required Lenders determine that for any reason reasonably determine, in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof thereof, that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for by reason of any changes affecting the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) interbank Eurocurrency market adequate and reasonable fair means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Eurocurrency Rate Loan, or (c) that the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Loan, or that deposits are not being offered to banks in the relevant interbank market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, in each case due to circumstances arising on or after the date hereof, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar any affected Eurocurrency Rate Loans in the affected currency or currencies shall be suspended, 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 suspended until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, subject to Section 3.05, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency 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. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses therein (a), (b) or (c) of this section, the Administrative Agentor, in consultation with the case of a pending request for a Loan denominated in an Alternative Currency, the Borrower and the Majority Lenders, Lenders may establish an a mutually acceptable alternative interest rate for the Impacted Loans, rate). The subsequent provisions set forth in which case, such alternative rate of interest this Section 3.03 shall only apply with respect to the Impacted 2021 Other Term B-1 Loans, the 2021 Other Term B-2 Loans, the 2022 Term B Loans until (1) and, the Administrative Agent revokes the notice delivered with respect to the Impacted 2022 Term B-2 Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority 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 2024 Term B-1 Loans.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (a) the Administrative Agent determines that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (bii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (a)(i) above, “Impacted Loans”), or (cb) the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (ca)(i) of this section, the Administrative Agent, in consultation with the Borrower and the Majority affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (ca)(i) of the first sentence of this section or section, (2) the Administrative Agent or the Majority affected Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any 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 Rates. If the Majority Required Lenders reasonably determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof and each Lender comprising the Required Lenders has made a similar determination with respect to other similarly situated borrowers that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority 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.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered If on or prior to banks in the London interbank eurodollar market for the applicable amount and first day of any Interest Period for any Eurodollar Loan made at the Adjusted Eurodollar Rate: (i) the Administrative Agent determines that by reason of such Eurodollar Rate Loancircumstances affecting the relevant market, (b) adequate and reasonable means do not exist for determining ascertaining the applicable Eurodollar Rate for any requested such Interest Period Period; or (ii) Lenders having 50% or more of the aggregate amount of the Commitments (“Market Disruption Lenders”) advise in writing the Administrative Agent (with respect copies of such writings provided to a proposed Eurodollar the Borrower) that the London Interbank Offered Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) as determined by the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Dollar denominated Eurodollar Loans for such Eurodollar Rate LoanInterest Period ((i) or (ii), a “Market Disruption Event”); the Administrative Agent will promptly so notify shall forthwith give notice (“Market Disruption Notice”) thereof to the Borrower and each Lender (in each case with respect the Lenders, whereupon, until the Administrative Agent notifies the Borrower that the circumstances giving rise to clauses (a)such suspension no longer exist, (b) or (c) above, “Impacted Loans”). Thereafter, (xi) the obligation obligations of the Lenders to make Dollar denominated Eurodollar Loans, or maintain to continue or convert outstanding Loans as or into Dollar denominated Eurodollar Loans, shall be suspended and (ii) each outstanding Dollar denominated Eurodollar Loan shall be converted into a Dollar denominated Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Business Days before the date of any Dollar denominated Eurodollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Dollar denominated Base Rate Borrowing in the same aggregate amount as the requested Borrowing and shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the rate applicable to Revolving Base Rate Loans shall be suspended, for such day. (b) If on or prior to the first day of any Interest Period for any Eurodollar Loan made at EURIBOR: (i) the Administrative Agent determines that by reason of circumstances affecting the relevant market,(x) adequate and reasonable means do not exist for ascertaining the applicable EURIBOR for such Interest Period or (y) in or that the event of a determination described in the preceding sentence with respect Euro is not available to the Eurodollar Rate component Lenders in sufficient amounts to fund any Foreign Currency Borrowing; or (ii) Lenders having 50% or more of the Base Rate, the utilization aggregate amount of the Eurodollar Rate component Commitments (“Foreign Currency Market Disruption Lenders”) advise in determining the Base Rate shall be suspended, in each case until writing the Administrative Agent (upon the instruction of the Majority Lenders) revokes such notice. Upon receipt with copies of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect writings provided to the Impacted Loans until (1Borrower) that the EURIBOR as determined by the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does will not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans.their Euro denominated Eurodollar Loans for such Interest Period ((i) or (ii), a “Foreign Currency Market Disruption Event”);

Inability to Determine Rates. If If, prior to the Majority Lenders determine that for commencement of any reason in connection with any request Interest Period for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof that Loan, (a) Dollar the Administrative Agent determines (which determination shall be conclusive absent manifest error) that deposits in U.S. Dollars are not being offered to banks in the London interbank eurodollar eurocurrency market for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan, (b) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means (including, without limitation, by means of an Interpolated Rate or because the Eurocurrency Screen Rate is not available or published on a current basis) do not exist for determining the Eurodollar Eurocurrency Rate or Adjusted Eurocurrency Rate, as applicable, for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Administrative Agent is advised by the Required Lenders that the Eurocurrency Rate or Adjusted Eurocurrency Rate, as applicable, for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower, each Designated Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspended, 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 suspended until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower and any applicable Designated Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans or, failing that, any such Loans will be deemed to have converted such request into a request for a Borrowing of Base Rate ABR Loans in the amount specified therein. Notwithstanding If at any time the foregoing, if Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the Majority Lenders have made the determination described circumstances set forth in clauses (a), clause (b) of the preceding paragraph have arisen and such circumstances are unlikely to be temporary or (cii) the circumstances set forth in clause (b) of this section, the preceding paragraph have not arisen but the supervisor for the administrator of the Eurocurrency Screen Rate or a Governmental Authority having jurisdiction over the Administrative AgentAgent has made a public statement identifying a specific date after which the Eurocurrency Screen Rate shall no longer be used for determining interest rates for loans, in consultation with then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurocurrency Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the Majority avoidance of doubt, such related changes shall not include a reduction of the Applicable Rate). Notwithstanding anything to the contrary in Section 11.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, may establish a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternative interest rate for the Impacted Loans, in which case, such alternative alternate rate of interest shall apply be determined in accordance with respect to this paragraph (but, in the Impacted Loans until case of the circumstances described in clause (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (cii) of the first sentence of this section paragraph, only to the extent the Eurocurrency Screen Rate for the applicable Interest Period is not available or published at such time on a current basis), (2x) any Committed Loan Notice that requests the Administrative Agent conversion of any Loan to, or continuation of any Loan as, a Eurocurrency Rate Loan shall be ineffective, and (y) if any Committed Loan Notice requests a Eurodollar Rate Loan, such Loan 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 Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders purposes of funding the Impacted Loansthis Agreement.

Inability to Determine Rates. (a) If the Majority Required Lenders determine that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof that (ai) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan, (bii) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan (whether denominated in Dollars or in connection with an existing or proposed Base Rate LoanAlternative Currency), or (ciii) the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans in the affected currency or currencies shall be suspended, 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 suspended until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans in the affected currency or currencies or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. . (b) Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clauses (ai), (bii) or (ciii) of this sectionSection 3.03(a) have arisen and such circumstances are unlikely to be temporary, (ii) the applicable administrator of the Screen Rate discontinues its administration and publication of interest settlement rates for deposits in the applicable Alternative Currency, or (iii) the supervisor for the administrator of the applicable Screen Rate or a Governmental Authority having jurisdiction over the Administrative AgentAgent has made a public statement identifying a specific date after which such Screen Rate shall no longer be used for determining interest rates for loans, in consultation with then the Borrower Administrative Agent and the Majority Lenders, may Company shall endeavor to establish an alternative interest rate that gives due consideration to the then prevailing market convention for the Impacted Loans, in which case, such alternative determining a rate of interest shall apply with respect to for syndicated loans denominated in the Impacted Loans until (1) applicable currency in the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a)applicable jurisdiction at such time, (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify and the Administrative Agent and the Borrower Company 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 (which amendment shall not, for the avoidance of doubt, reduce the Applicable Rate); provided that if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for all purposes of this Agreement. Notwithstanding anything to the contrary in Section 10.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date a copy of such amendment is provided to the Lenders, written notices from such Lenders that in the aggregate constitute Required Lenders, with each such notice stating that such alternative interest rate does not adequately and fairly reflect the cost Lender objects to such Lenders amendment. Until an alternate rate of funding interest shall be determined in accordance with this Section 3.03(b) (but, in the Impacted case of the circumstances described in clause (iii) of this paragraph, only to the extent the applicable Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any request for the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of Eurocurrency Rate Loans shall be ineffective, and such Borrowing (1) if in an Alternative Currency, shall be prepaid, and (2) if in Dollars (unless prepaid) shall be converted to, or continued as, a Borrowing of Base Rate Loans, and (y) if any Request for Credit Extension requests a Borrowing of Eurocurrency Rate Loans, such Borrowing shall be made as a Borrowing of Base Rate Loans.

Inability to Determine Rates. (a) If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Administrative Agent determines that (aA) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (bB) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, provided that no Benchmark Transition Event, Early Opt-In Election or Other Benchmark Rate Election shall have occurred at such time or for such Interest Period, or (cii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate LoanLoan , the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), . (b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event, an Early Opt-in Election or Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(1) or (a)(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 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 (a)(3) or clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (c) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or 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 sectionAgreement or any other Loan Document; provided that this clause (c) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. (d) In connection with the implementation of a Benchmark Replacement, the Administrative AgentAgent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in consultation with any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (e) The Administrative Agent will promptly notify the Borrower and the Majority Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.03, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply including any determination with respect to a tenor, rate or adjustment or of the Impacted Loans until 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 3.03. (1f) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or the Eurodollar 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 revokes in its reasonable discretion or (B) the notice delivered with respect regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to the Impacted Loans under clauses remove such unavailable or non-representative tenor and (a), ii) if a tenor that was removed pursuant to clause (bi) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (cB) of the first sentence of this section is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (2) including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (g) Upon the Majority Lenders notify Borrower’s receipt of notice of the Administrative Agent and commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Eurodollar Borrowing of, conversion to or continuation of Eurodollar Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such alternative interest rate does tenor for such Benchmark, as applicable, will not adequately and fairly reflect the cost to such Lenders be used in any determination of funding the Impacted LoansBase Rate.

Inability to Determine Rates. If the Majority Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan (whether denominated in Dollars or in connection with an existing or proposed Base Rate LoanAlternative Currency), or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans in the affected currency or currencies shall be suspended, 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 suspended until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans in the affected currency or currencies or, failing that, will be deemed to have converted such request into a request for a Revolving Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding . (ff) Section 3.04(a) of the foregoing, if the Majority Lenders have made the determination described in clauses Credit Agreement is hereby amended to read as follows: (a)) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (bexcept (A) any reserve requirement contemplated by Section 3.04(e) and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the L/C Issuer; (cii) subject any Lender or the L/C Issuer to any tax of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Loan made by it, or change the Impacted Loans until basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (1except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the L/C Issuer); (iii) result in the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) failure of the first sentence Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of this section or (2) complying with the Administrative Agent requirements of the Bank of England and/or the Financial Services Authority or the Majority Lenders notify European Central Bank in relation to its making, funding or maintaining Eurocurrency Rate Loans; or (iv) impose on any Lender or the Administrative Agent L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; and the Borrower that such alternative interest rate does not adequately and fairly reflect result of any of the foregoing shall be to increase the cost to such Lenders Lender of funding making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan), or to increase the Impacted Loanscost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered. (gg) Section 3.05 of the Credit Agreement is hereby amended to read as follows:

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

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered If prior to banks in the London interbank eurodollar market for commencement of the applicable amount and Interest Period for any proposed Borrowing of such Eurodollar Eurocurrency Rate Loan, Loans (bx) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any the requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan (whether denominated in Dollars or in connection with an existing or proposed Base Rate Loan, Alternative Currency) or (cy) if such Borrowing is of a particular Class of Loans, the Eurodollar Administrative Agent is advised by the Majority Class Lenders with respect to such Class that the Eurocurrency Rate for any the requested Interest Period with respect to a proposed Eurodollar Rate Loan does will not adequately and fairly reflect the cost to such Lenders of funding making or maintaining their respective Loans included in such Eurodollar Rate LoanBorrowing for such Interest Period, then the Administrative Agent will promptly so notify shall give notice thereof to the Borrower and each Lender the Lenders as promptly as practicable thereafter and, until the Administrative Agent (in each the case with respect to clauses of clause (ay), (bupon the instruction of the Majority Class Lenders of the affected Class of Loans) or (c) abovenotifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, “Impacted Loans”). Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans in the affected currency or currencies shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans in the affected currency or currencies or, failing that, will be deemed to have converted such request into a request (a) for a Borrowing of (or conversion to) Base Rate Loans in the amount specified therein. Notwithstanding , in the foregoingcase of Loans denominated in Dollars, if the Majority Lenders have made the determination described in clauses (a), or (b) for a Borrowing of (or conversion to) a Loan bearing interest at the Cost of Funds Rate plus the Applicable Rate with respect to Eurocurrency Rate Loans, in the case of any other Loan. (cb) If any event described in the first sentence of this sectionSection 3.03(a) occurs and results in the application of the Cost of Funds Rate, then at the request of the Administrative Agent, the Parent or the Borrower, the Administrative Agent, in consultation with the Parent and the Borrower and the Majority Lenders, may establish an alternative interest rate shall enter into negotiations for a period of no more than 30 days for the Impacted Loans, in which case, such alternative purpose of agreeing to a substitute basis for determining the rate of interest shall apply with respect to be applied to the Impacted Loans until applicable Borrowing (1) the Administrative Agent revokes the notice delivered with respect and, to the Impacted Loans under clauses (aextent required, any future Borrowings). Any substitute basis agreed upon shall be, (b) or (c) with the consent of all Lenders, binding on all of the first sentence of parties to this section or (2) the Administrative Agent or the Majority 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 LoansAgreement.

Inability to Determine Rates. (a) If the Majority Required Lenders determine after the Closing Date that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar applicable Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Eurocurrency Rate Loan, or (c) that the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Loan, or that Dollar deposits are not being offered to banks in the London interbank eurodollar, or other applicable market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify each of the Lead Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)writing. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspended, suspended and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar such Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request request, if applicable, into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), . (b) or If at any time the Administrative Agent determines (cwhich determination shall be conclusive absent manifest error) that either (i) the circumstances set forth in subparagraph (a) of this section, Section 3.03 have arisen and such circumstances are unlikely to be temporary or (ii) the Administrative Agent, circumstances set forth in consultation with subparagraph (a) of this Section 3.03 have not arisen but the Borrower and the Majority Lenders, may establish an alternative interest rate supervisor for the Impacted Loans, in which case, such alternative rate administrator of interest shall apply with respect to the Impacted Loans until (1) Eurocurrency Rate or a Governmental Authority having jurisdiction over the Administrative Agent revokes has made a public statement identifying a specific date after which the notice delivered with respect to Eurocurrency Rate shall no longer be used for determining interest rates for loans (in the Impacted Loans under clauses case of either such clause (a), (bi) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify ii), an “Alternative Interest Rate Election Event”), the Administrative Agent and the Lead Borrower shall endeavor to establish an alternate rate of interest to the Eurocurrency Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for leveraged syndicated loans in the United States at such alternative time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 10.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days after the date notice of such alternate rate does not adequately and fairly reflect of interest is provided to the cost Lenders, a written notice from Required Lenders stating that they object to such Lenders amendment (which amendment shall not be effective prior to the end of funding such five (5) Business Day notice period). To the Impacted Loans.extent an alternate rate of interest is adopted as contemplated hereby, the approved rate shall be applied in a manner consistent with prevailing market convention; provided that, to the extent such prevailing market convention is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent and the Lead Borrower. From such time as an Alternative Interest Rate Election Event has occurred and is continuing until an alternate rate of interest has been determined in accordance with the terms and conditions of this paragraph, (x) any notice requesting a conversion or a continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Rate Loan shall be ineffective, and (y) if any Committed Loan Notice requests a Eurocurrency Rate Loan, such Borrowing shall be made as Base Rate Loan; provided that, to the extent such Alternative Interest Rate Election Event is as a result of clause (ii) above in this subparagraph (b), then clauses (x) and (y) of this sentence shall apply during such period only if the Eurocurrency Rate for such Interest Period is not available or published at such time on a current basis. Notwithstanding anything contained herein to the contrary, if such alternate rate of

Inability to Determine Rates. If (a) Subject to Section 3.03(b), if (i) the Majority Lenders determine Administrative Agent determines that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar applicable Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Eurocurrency Rate Loan, or (cii) the Eurodollar Administrative Agent is advised by the Required Lenders that the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Loan, or that Dollar or other applicable deposits are not being offered to banks in the London interbank Eurodollar, or other applicable, market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the applicable Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans of any applicable currency shall be suspended, 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 suspended until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the such Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar such Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request request, if applicable, into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), . (b) In connection with the Class A Term Loans, the Class B-2 Euro Term Loans and the Revolving Credit Loans, 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 (cii) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of this section, the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative AgentAgent has made a public statement identifying a specific date after which the LIBOR Screen Rate shall no longer be used for determining interest rates for loans, in consultation with then the Borrower Administrative Agent and the Majority Borrowers shall endeavor to establish an alternate rate of interest to the Eurocurrency Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Rate). Notwithstanding anything to the contrary in Section 10.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, may establish an alternative interest rate for a written notice from the Impacted Lenders holding a majority of the aggregate principal amount of the Class A Term Loans, Class B-2 Euro Term Loans and Revolving Credit Commitments in which casethe aggregate, stating that such alternative Lenders object to such amendment. Until an alternate rate of interest shall apply be determined in accordance with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), this clause (b) or (cbut, in the case of the circumstances described in clause (ii) of the first sentence of this section Section 3.03(b), only to the extent the LIBOR Screen Rate for the applicable currency and such Interest Period is not available or published at such time on a current basis), (2x) any Committed Loan Notice that requests the Administrative Agent conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Rate Borrowing shall be ineffective and (y) if any Committed Loan Notice requests a Eurocurrency Rate Borrowing, such Borrowing shall be made as a Base Rate Loan and; provided that, solely with respect to the Majority Lenders notify the Administrative Agent Class B-4 Term Loans and the Borrower that Class B-2 Term Loans, if such alternative alternate rate of interest shall be less than zero, such rate does not adequately and fairly reflect shall be deemed to be zero for the cost to such Lenders purposes of funding the Impacted Loansthis Agreement.

Inability to Determine Rates. (a) If the Majority Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar applicable Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Eurocurrency Rate Loan, or (c) that the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Loan, or that Dollar deposits are not being offered to banks in the London interbank eurodollar, or other applicable, market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent (upon receipt of direction from the Required Lenders) will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (xi) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspended, suspended and (yii) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case case, until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar such Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request request, if applicable, into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), . (b) If at any time the Required Lenders determine (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a) above have arisen and such circumstances are unlikely to be temporary or (cii) the circumstances set forth in clause (a) above have not arisen but the supervisor for the administrator of this sectionthe Eurocurrency Rate or a Governmental Authority having jurisdiction over the Required Lenders or the Administrative Agent has made a public statement identifying a specific date after which the Eurocurrency Rate shall no longer be used for determining interest rates for loans, then the Required Lenders and the Borrower shall endeavor to establish an alternate rate of interest to the Eurocurrency Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and the Administrative Agent, in consultation with the Borrower and the Majority LendersRequired Lenders 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, may establish an alternative interest rate for the Impacted Loans, in which case, if such alternative alternate rate of interest shall apply with respect be less than zero, such rate shall be deemed to be zero for the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence purposes of this section or (2) the Administrative Agent or the Majority 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 LoansAgreement.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (a) the Required Lenders determine that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (bii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (a) (i) above, “Impacted Loans”), or (cb) the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, a “Impacted LoansMarket Disruption Event”). Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a the Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a the Borrowing of or conversion to Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Required Lenders have made the determination described in clauses clause (a), (b) or (ca)(i) of this section, the Administrative Agent, in consultation with the Borrower and the Majority affected Lenders, may establish an alternative interest rate for the Impacted Shortfin Credit Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (2) any Lender determines that any Change in 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 Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that thereof, (a) Dollar the Administrative Agent determines that for any reason that (i) deposits (whether denominated in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (bii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (a) above, “Impacted Loans”), or (cb) the Administrative Agent or the Required Revolving Lenders (in the case of Revolving Loans) or the Required Term Lenders (in the case of Term Loans) determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans in the affected currency or currencies shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority LendersRequired Revolving Lenders (in the case of the Revolving Loans) or the Required Term Lenders (in the case of the Term Loans)) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans in the affected currency or currencies under the appropriate Facility or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans under the appropriate Facility in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority affected Lenders, may establish an alternative interest rate for the Impacted LoansLoans consistent with market practice (as reasonably determined by the Administrative Agent for the Facilities, taking into account the treatment by the Administrative Agent of similar senior credit facilities with respect to such alternative rates of interest), in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or section, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If the Majority Required Lenders determine that for any reason in connection with any request for a Eurodollar LIBOR Rate Loan or BA Equivalent Loan or a conversion Conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar LIBOR Rate Loan, (b) with respect to BA Equivalent Loans only, there is no market for bankers acceptances, (c) adequate and reasonable means do not exist for determining the Eurodollar LIBOR Rate or BA Rate for any requested Interest Period with respect to a proposed Eurodollar LIBOR Rate Loan or in connection with an existing or proposed Base Rate BA Equivalent Loan, as applicable, or (cd) the Eurodollar LIBOR Rate or BA Rate for any requested Interest Period with respect to a proposed Eurodollar LIBOR Rate Loan or BA Equivalent Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar LIBOR Rate Loans or BA Equivalent Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar LIBOR Rate component of the Base Rate, the utilization of the Eurodollar LIBOR Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such noticenotice (any such time period, the “LIBOR Unavailability Period”). Upon receipt of such notice, the Borrower Company may revoke any pending request for a Borrowing of, conversion Conversion to or continuation of Eurodollar LIBOR Rate Loans or BA Equivalent Loans or, failing that, will be deemed to have converted Converted such request into a request for a Committed Borrowing of Base Prime Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority 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.

Inability to Determine Rates. (a) If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (i) the Lender determines that (aA) Dollar deposits are not being offered to banks in the London applicable offshore interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (bB) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (i) above, “Impacted Loans”), or (cii) the Lender determines that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders the Lender of funding such Eurodollar Rate Loan, the Administrative Agent Lender will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Company. Thereafter, (x) the obligation of the Lenders Lender to make or maintain Eurodollar Rate Loans shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) Lender revokes such notice. Upon receipt of such notice, the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Lender has made the determination described in clauses clause (i) of the first sentence of this clause (a), (b) or (c) of this section, the Administrative AgentLender, in consultation with the Borrower and the Majority LendersCompany, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent Lender revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (ci) of the first sentence of this section or section, (2) the Administrative Agent or Lender notifies the Majority Lenders notify the Administrative Agent and the Borrower Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders the Lender of funding the Impacted Loans, or (3) the Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Lender or its applicable Lender’s 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 the Lender to do any of the foregoing and provides the Company written notice thereof.

Inability to Determine Rates. If If, after the Majority Closing Date, the Required Lenders reasonably determine that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount amount, currency and Interest Period of such Eurodollar Eurocurrency Rate LoanLoan (such Loans, the “Impacted Loans”), (b) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Borrowers and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency 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. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (c) of this sectionSection 3.03, the Administrative Agent, in consultation with the Borrower and consent of the Majority LendersParent Borrower, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or Section 3.03, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Borrower Borrowers that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans., or (3) any Lender determines that any Law 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 Borrowers written notice thereof. 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 Borrowers) that the Borrowers or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.03, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Parent Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks -102

Inability to Determine Rates. If Subject to Section 1.12, if the Majority Required Lenders reasonably determine in good faith that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan or a SOFR Loan or a conversion to or continuation thereof that (a) Dollar in the case of Eurocurrency Rate Loans, deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount amount, currency and Interest Period of such Eurodollar Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate or Adjusted Term SOFR for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or SOFR Loan or in - 107 - connection with an existing or proposed Base Rate Loan, Loan or (c) the Eurodollar Eurocurrency Rate or Adjusted Term SOFR for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (xi) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans or SOFR Loans shall be suspended, and (yii) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate or Adjusted Term SOFR component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate or Adjusted Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans or SOFR 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, (ii) any outstanding affected Eurocurrency Rate Loans or SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period and (iii) in the case of a pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in an Available Currency (other than Dollars), the Company and Lenders may establish a mutually acceptable alternative rate. Notwithstanding Upon any such conversion, the foregoingapplicable Borrower shall also pay accrued interest on the amount so converted and all amounts due, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agentany, in consultation connection with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority 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 Loansconversion.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, (a) the Administrative Agent determines that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan, Loan or (bii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the 59 Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to this clause (a), “Impacted Loans”), or (cb) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such the Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)all Lenders. Thereafter, (xi) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, and (yii) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing ofBorrowing, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (c) of this sectionSection 3.03, the Administrative Agent, in consultation with the Borrower and the Majority affected Lenders, may establish an alternative interest rate for the applicable Impacted Loans, in which case, such alternative interest rate of interest shall apply with respect to the such Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or Section 3.03, (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable Impacted Loans, or (3) any Lender determines that any Law 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If the Majority Required Lenders determine that for any reason in connection with any request for advise Agent prior to a Eurodollar Rate Borrowing or a conversion of a Base Rate Loan to a Eurodollar Rate Loan or a conversion to or continuation thereof of a Eurodollar Rate Loan that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (bii) adequate and reasonable means do not exist for determining the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, Loan or (ciii) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will as promptly as practicable so notify the Borrower Borrowers (by telephone and/or facsimile) and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) any Interest Election Request that requests the obligation conversion of the Lenders any Base Rate Loan to make or maintain a Eurodollar Rate Loans Loan or the continuation of a Eurodollar Rate Loan shall be suspendedineffective, (y) if any Borrowing Request requests a Eurodollar Rate Borrowing, then such Borrowing shall be made as a Base Rate Borrowing and (yz) in the event of a determination described in the preceding sentence with respect to the Eurodollar Base Rate component of the Base Rate, the utilization of the Eurodollar Base Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon Notwithstanding anything to the contrary herein, upon receipt of such notice, the Borrower Borrowers may revoke any pending request for a Borrowing ofEurodollar Rate Borrowing, conversion of a Base Rate Loan to a Eurodollar Rate Loan or a continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority 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.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered If, prior to banks in the London interbank eurodollar market for the applicable amount and commencement of any Interest Period of such for any Eurodollar Rate LoanBorrowing: (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, (b) by reason of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for determining ascertaining the Eurodollar Rate (including, without limitation, because the Screen Rate is not available or published on a current basis) for such Interest Period, or (ii) the Administrative Agent shall have received notice from the Required Lenders that the Eurodollar Rate for any requested such Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does will not adequately and fairly reflect the cost to such Lenders of making, funding such or maintaining their Eurodollar Rate LoanLoans for such Interest Period, then the Administrative Agent will shall give written notice thereof (or telephonic notice, promptly so confirmed in writing) to the Company and to the Lenders as soon as practicable thereafter. Until the Administrative Agent shall notify the Borrower Company and each Lender (in each case with respect the Lenders that the circumstances giving rise to clauses (a)such notice no longer exist, (bi) or (c) above, “Impacted Loans”). Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, 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, (ii) the obligations of the Lenders to make Eurodollar Rate Loans or to continue or convert outstanding Loans as or into Eurodollar Rate Loans shall be suspended and (iii) all such affected Loans shall, (A) if denominated in each case until Dollars, be converted into Base Rate Loans on the last day of the then current Interest Period applicable thereto unless the Borrowers repay such Loans in accordance with this Agreement and (B) if denominated in an Alternative Currency, be repaid on the last day of the then current Interest Period applicable thereto. Unless the Company notifies the Administrative Agent at least one (upon 1) Business Day before the instruction date of the Majority Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending Eurodollar Rate Borrowing for which a request for Borrowing has previously been given that it elects not to borrow a Borrowing of, conversion to or continuation of Eurodollar Rate Loans orBorrowing on such date, failing thatthen such request shall (A) if such Borrowing is requested to be denominated in Dollars, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans Borrowing and (B) if such Borrowing is requested to be denominated in the amount specified therein. Notwithstanding the foregoingan Alternative Currency, if the Majority Lenders have made the determination described in clauses (a), be ineffective. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) above have arisen and such circumstances are unlikely to be temporary or (cii) the circumstances set forth in clause (a)(i) above have not arisen but the supervisor for the administrator of this section, the Screen Rate or a Governmental Authority having jurisdiction over the Administrative AgentAgent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, in consultation with then the Borrower Administrative Agent and the Majority Lenders, may Company shall endeavor to establish an alternative alternate rate of interest to the Screen Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the Impacted LoansUnited States at such time, in which caseand 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 - 77 - the avoidance of doubt, such alternative related changes shall not include a reduction of the Applicable Rate); provided that if such alternate rate of interest shall apply with respect be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the Impacted Loans until (1) contrary in Section 12.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent revokes shall not have received, within five (5) Business Days of the date notice delivered with respect of such alternate rate of interest is provided to the Impacted Loans under clauses (a)Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) or (cbut, in the case of the circumstances described in clause (ii) of the first sentence of this section clause (b), only to the extent the Screen Rate for the applicable currency and/or such Interest Period is not available or published at such time on a current basis), (2w) the Administrative Agent utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, (x) any request for the conversion of any Borrowing to, or continuation of any Borrowing as, Eurodollar Rate Loans shall be ineffective, (y) any affected Eurodollar Rate Loans shall, (A) if denominated in Dollars, be continued as Base Rate Loans on the Majority Lenders notify last day of the Administrative Agent then current Interest Period applicable thereto unless the Borrowers repay such Loans in accordance with this Agreement and (B) if denominated in an Alternative Currency, be repaid on the Borrower that last day of the then current Interest Period applicable thereto and (z) any request for a Eurodollar Rate Borrowing shall, (A) if such alternative interest rate does not adequately Borrowing is requested to be denominated in Dollars, be deemed a request for a Base Rate Borrowing and fairly reflect the cost (B) if such Borrowing is requested to such Lenders of funding the Impacted Loansbe denominated in an Alternative Currency, be ineffective.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in If the London interbank eurodollar market for Administrative Agent determines (which determination shall be conclusive absent manifest error), or the applicable amount and Interest Period Required Lenders notify the Administrative Agent that the Required Lenders have determined, that (i) by reason of such Eurodollar Rate Loancircumstances affecting the relevant market, (b) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any such Interest Period (and the circumstances described in Section 3.05(b) do not apply) or (ii) the Eurocurrency Rate for such requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders (as certified by such Lenders, which certification shall be conclusive absent manifest error) of funding making or maintaining their affected Loans during such Eurodollar Rate LoanInterest Period, then the Administrative Agent will promptly so notify shall give telecopy or telephonic notice thereof to the Lead Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)the relevant Lenders as soon as practicable thereafter. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans in the affected currency or currencies shall be suspended, suspended and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower (on behalf of the Borrowers) may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, (A) with respect to a pending request for Loans denominated in Dollars, the Lead Borrower will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses therein and (a), (bB) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to Loans denominated in any Alternative Currency, at the Impacted Loans until election of the Lead Borrower, (1) the Administrative Agent revokes the notice delivered with respect such request shall be converted into a request for a Borrowing of Base Rate Loans denominated in Dollars (subject to the Impacted Loans under clauses foregoing clause (ay), (b) or (c) in the Dollar Equivalent of the first sentence amount specified therein (and, in the case of this section any outstanding Eurocurrency Rate Loans, regardless of whether such request is made, such Loans will automatically be deemed to be converted to Base Rate Loans denominated in Dollars in the Dollar Equivalent of such Loans at the end of the applicable Interest Period) or (2) the applicable Borrower shall repay such Eurocurrency Loans (to the extent outstanding) in full at the end of the applicable Interest Period; provided, however that if no such election is made by the Lead Borrower with in three (3) days after receipt of such notice, the Lead Borrower shall be deemed to have elected clause (1) above. (b) Notwithstanding anything to the contrary in this Agreementherein or in any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Majority Required Lenders notify the Administrative Agent that the Required Lenders (as applicable) have determined, thatDocument: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.05, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Lead Borrower may amend this Agreement or any other Loan Document solely for the purpose of replacing LIBOR in accordance with this Section 3.05 with (x) one or more SOFR-Based Rates, provided that any SOFR-Based Rate shall only apply to Loans in U.S. Dollars, or (y) another alternate benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar (or, with respect to the benchmark of another applicable currency, such applicable currency) denominated syndicated credit facilities for such alternative benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar (or, with respect to the benchmark of another applicable currency, such applicable currency) denominated syndicated credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated (the “Adjustment;” and any such proposed rate, a “LIBOR Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such alternative interest Required Lenders (A) in the case of an amendment to replace LIBOR with a rate does not adequately and fairly reflect described in clause (x), object to the cost Adjustment; or (B) in the case of an amendment to replace LIBOR with a rate described in clause (y), object to such amendment; provided that for the avoidance of doubt, in the case of clause (A), the Required Lenders shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Lead Borrower. (c) If no LIBOR Successor Rate has been determined and the circumstances under clause (a)(i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, (x) the obligation of funding the Impacted LoansLenders to make or maintain Eurocurrency Rate Loans shall be suspended, (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice (i) On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-week, 1-month, 2-month, 3-month, 6-month and 12- month U.S. dollar LIBOR tenor settings. On the earliest of (A) the date that all Available Tenors of U.S dollar LIBOR have permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative, (B) June 30, 2023 and (C) the Early Opt-in Effective Date in respect of a SOFR Early Opt-in, if the then-current Benchmark is LIBOR, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Loan Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis. (ii) (x) Upon (A) the occurrence of a Benchmark Transition Event or (B) a determination by the Administrative Agent that neither of the alternatives under clause (1) of the definition of Benchmark Replacement are available, the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders (and any such objection shall be conclusive and binding absent manifest error); provided that solely in the event that the then-current Benchmark at the time of such Benchmark Transition Event is not a SOFR-Based Rate, the Benchmark Replacement therefor shall be determined in accordance with clause (1) of the definition of Benchmark Replacement unless the Administrative Agent determines that neither of such alternative rates is available.

Inability to Determine Rates. If the Majority Lenders determine that for any reason Subject to Section 1.15, if in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof thereof, (a) the Administrative Agent determines that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurocurrency market for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan, Loan or (bii) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (a) above, “Impacted Loans”), or (cb) the Eurodollar Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Lead Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspendedsuspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods, as applicable) and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) Required Lenders revokes such notice. Upon receipt of such notice, the Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified thereintherein or (B) if such Loans are not Revolving Credit Loans, converted such request into a request for a Borrowing in an alternative rate mutually acceptable to the Borrowers and the applicable Lenders; provided, that if the Borrowers and the applicable Lenders cannot agree within a reasonable time on an alternative rate for such Loans, the Borrowers may, at their discretion, either (x) prepay such Loans or (y) maintain such Loans outstanding, in which case, the interest rate payable to the applicable Lender on such Loans will be the rate determined by the Administrative Agent (and, prior to the Disposition Date with respect to the Initial Term B Loans and the Delayed Draw Term Loans, as determined by the GS Investor Lenders) as its cost of funds to fund a Borrowing of such Loans with maturities comparable to the Interest Period applicable thereto (which shall not be less than zero) plus the Applicable Rate. In each case of the preceding clauses (A) and (B), such conversion shall be deemed to occur either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (c) of the first sentence of this sectionSection, the Administrative Agent, in consultation with the Lead Borrower and the Majority affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or section, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Lead Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its Applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Lead Borrower written notice thereof.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (a) the Lender determines that (ai) Dollar deposits are not being offered to banks in the London applicable offshore interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (bii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (a) above, “Impacted Loans”), or (cb) the Lender determines that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders the Lender of funding such Eurodollar Rate Loan, the Administrative Agent Lender will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Company. Thereafter, (x) the obligation of the Lenders Lender to make or maintain Eurodollar Rate Loans shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) Lender revokes such notice. Upon receipt of such notice, the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Lender has made the determination described in clauses clause (a), (b) or (c) of the first sentence of this section, the Administrative AgentLender, in consultation with the Borrower and the Majority LendersCompany, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent Lender revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or section, (2) the Administrative Agent or Lender notifies the Majority Lenders notify the Administrative Agent and the Borrower Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders the Lender of funding the Impacted Loans, or (3) the Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Lender or its applicable Lender’s 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 the Lender to do any of the foregoing and provides the Company written notice thereof.

Inability to Determine Rates. (a) If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, any Lender determines that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (bii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent Lender will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Borrower. Thereafter, (x) the obligation of the Lenders such Lender to make or maintain Eurodollar Rate Loans shall be suspended, and suspended (y) in the event of a determination described in the preceding sentence with respect to the extent of the affected Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspendedLoans or Interest Periods), in each case until the Administrative Agent (upon the instruction of the Majority Lenders) such Lender revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), . (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) or (cii) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) or (ii) have not arisen but the supervisor for the administrator of this sectionLIBOR or a Governmental Authority has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans, then the Administrative Agent, in consultation with the Initial Lenders and the Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the Majority 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 (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, may establish a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternative interest rate for the Impacted Loans, in which case, such alternative alternate rate of interest shall apply be determined in accordance with respect to the Impacted Loans until this clause (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (ab), (b) the Borrower may revoke any pending request for a Borrowing of, or (c) continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the first sentence amount specified therein; 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 section or (2) the Administrative Agent or the Majority 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 LoansAgreement.

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

Inability to Determine Rates. (a) (a) If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan or an Alternative Currency Loan or a conversion of Base Rate Loans to Eurocurrency Rate Loans or a continuation thereof of any of such Loans, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (aA) Dollar deposits are not being offered to banks in no Benchmark Replacement or Successor Rate, as applicable, for the London interbank eurodollar market Relevant Rate for the applicable amount Agreed Currency has been determined in accordance with Section 3.03(b) or Section 3.03(c), as applicable, and Interest Period of the circumstances under Section 3.03(b)(i) or the Scheduled Unavailability Date has occurred with respect to such Eurodollar Relevant Rate Loan(as applicable), or (bB) adequate and reasonable means do not otherwise exist for determining the Eurodollar Relevant Rate for the applicable Agreed Currency for any determination date(s) or requested Interest Period Period, as applicable, with respect to a proposed Eurodollar Eurocurrency Rate Loan or an Alternative Currency Loan or in connection with an existing or proposed Base Rate Loan, or (cii) the Eurodollar Administrative Agent or the Required Lenders determine that for any reason that the Relevant Rate with respect to a proposed Loan denominated in an Agreed Currency for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or determination date(s) does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Borrowers and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans or Alternative Currency Loans in the affected currencies, as applicable, or to convert Base Rate Loans to Eurocurrency Rate Loans, shall be suspendedsuspended to the extent of the affected Loans, Interest Period(s) or determination date(s), as applicable and (y) in the event of a determination described in the preceding sentence clause (x) with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case case, until the Administrative Agent (or, in the case of a determination by the Required Lenders described in Section 3.03(a)(ii), until the Administrative Agent upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans Loans, or Borrowing of, or continuation of Alternative Currency Loans, in each case to the extent of the affected Loans, Interest Periods or determination date(s), as applicable or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount specified therein. Notwithstanding , and (ii) (A) any outstanding Eurocurrency Rate Loans shall be deemed to have been converted to Base Rate Loans at the foregoingend of their respective applicable Interest Period, if the Majority Lenders have made the determination described in clauses such notice relates to Eurocurrency Rate Loans and (a), (bB) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted any outstanding affected Alternative Currency Loans, in which caseat the Borrowers’ election, such alternative rate of interest shall apply with respect to the Impacted Loans until either (1) be converted into a Borrowing of Base Rate Loans denominated in Dollars in the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) Dollar Equivalent of the first sentence amount of this section such outstanding Alternative Currency Loan immediately, 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 or (2) be prepaid in full immediately, 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 Borrowers (x) in the case of an Alternative Currency Daily Rate Loan, by the date that is three (3) Business Days after receipt by the Borrowers of such notice or (y) in the case of an Alternative Currency Term Rate Loan, by the last day of the current Interest Period for the applicable Alternative Currency Term Rate Loan, the Borrowers shall be deemed to have elected clause (1) above. (b) Notwithstanding anything to the contrary herein or in any other Loan Document: (i) On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-week, 1-month, 2-month, 3-month, 6-month and 12- month U.S. dollar LIBOR tenor settings. On the earliest of (I) the date that all Available Tenors of U.S dollar LIBOR have permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative, (II) June 30, 2023 and (III) the Early Opt-in Effective Date in respect of a SOFR Early Opt-in, if the then-current Benchmark is LIBOR, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Loan Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis. (ii) (x) Upon (I) the occurrence of a Benchmark Transition Event or (II) a determination by the Administrative Agent that neither of the alternatives under clause (1) of the definition of Benchmark Replacement are available, the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the Majority fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders notify without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders (and any such objection shall be conclusive and binding absent manifest error); provided that solely in the Borrower event that the then-current Benchmark at the time of such Benchmark Transition Event is not a SOFR-based rate, the Benchmark Replacement therefor shall be determined in accordance with clause (1) of the definition of Benchmark Replacement unless the Administrative Agent determines that neither of such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loansrates is available.

Inability to Determine Rates. If (1) With respect to Revolving Credit Loans denominated in Dollars: Subject to Section 3.09, if, on or prior to the Majority first day of any Interest Period for any SOFR Loan: (a) the Administrative Agent reasonably determines in good faith (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, or (a) Subject in all respect to clause (b) below, if Lenders comprising the Required Lenders of the applicable Class determine that for any reason in connection with any request for a Eurodollar aEurocurrency Rate SOFR Loan or a conversion to conversionto or thereto or a continuation thereof that thereo, (a) Dollar (i) the Administrative Agent reasonably determines in good faith that deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan, or (bii) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate forf that Adjusted Term SOFR for any requested Interest Period with respect to a proposedEurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a) above, “Impacted Loans”), or (b) the Administrative Agent reasonably determine in good faith that the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding offunding such Eurodollar Eurocurrency Rate Loan, making and maintaining such Loan, and Lenders comprising the Required Lenders of the applicable Class have provided notice of such determination to the Administrative Agent, then, in each case, the Administrative Agent will promptly so notify the Parent Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) theUpon written notice thereof by the Administrative Agent to the Parent Borrower, any obligation of the Lenders to make or maintain Eurodollar EurocurrencySOFR Loans, and any right of the Borrowers to continue SOFR Loans or to convert Base Rate Loans in the affected currency or currenciesto SOFR Loans, shall be suspended, (to the extent of the affected Eurocurrency RateSOFR Loans or affected Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon with respect to clause (b), at the instruction of the Majority LendersLenders comprising Required Lenders of the applicable Class) revokes such notice. Upon receipt of such written notice, (i) the Borrower Parent BorrowerBorrowers may revoke any pending request for a Borrowing Borrowingborrowing of, conversion to or continuation of Eurodollar Rate Eurocurrency RateSOFR Loans in the affected currency or currencies (to the extent of the affected Eurocurrency RateSOFR Loans or affected Interest Periods) or, failing that, the Borrowers will be deemed to have converted any such request into a request for a Committed Borrowing of or conversion to Base Rate Loans in the amount specified therein. Notwithstanding and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the foregoingend of the applicable Interest Period. Upon any such conversion, the Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 3.03. Subject to Section 3.09, if the Majority Lenders have made Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “ Adjusted Term SOFR” cannot be determined pursuant to the determination described in clauses definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (a), d) of the definition of “Base Rate” until the Administrative Agent revokes such determination. (b) or If prior to the commencement of any Interest Period for a Eurocurrency Rate Loan: (c2) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with With respect to the Impacted Loans until any Revolving Credit Loan denominated in any Alternative Currency: Subject to Section 3.09, if: (1a) (i) the Administrative Agent revokes determines (which determination shall be made in good faith and be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the notice delivered Eurocurrency Rate for such Interest Period; or: (i) (A) if Adjusted Daily Simple RFR is utilized in any calculations hereunder or under any other Loan Document with respect to any Obligations, interest, fees, commissions or other amounts, “Adjusted Daily Simple RFR” cannot be determined pursuant to the Impacted Loans under clauses (a), (b) definition thereof or (cB) of if Eurocurrency Rate is utilized in any calculations hereunder or under any other Loan Document with respect to any Obligations, interest, fees, commissions or other amounts, “Eurocurrency Rate”, as applicable, cannot be determined pursuant to the definition thereof on or prior to the first sentence day of this section or any Interest Period; or (2ii) the Administrative Agent or is advised by the Majority Required Lenders notify that the Administrative Agent and the Borrower that Eurocurrency Rate for such alternative interest rate does Interest Period will not adequately and fairly reflect the cost to such Lenders of funding making or maintaining their Loans included in such Borrowing for such Interest Period; then the Impacted LoansAdministrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or electronic means as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist (which notice shall be promptly given by the Administrative Agent when such circumstances no longer exist), (i) any Committed Loan Notice that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Rate Loan shall be ineffective, and (ii) if any Committed Loan Notice requests a Eurocurrency Rate Loan, such Borrowing shall be made as a Base Rate Loan; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted. If at any time the Administrative Agent determines that (i) the circumstances set forth in clause (b)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (b)(i) have not arisen but the supervisor for the administrator of LIBOR or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurocurrency Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 10.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 3.02(b), only to the extent the screen page for such Interest Period is not available or published at such time on a current basis), (x) any Committed Loan Notice that requests the conversion of any Revolving Credit Borrowing to, or continuation of any Revolving Credit Borrowing as, a Eurocurrency Rate Loan shall be ineffective and (y) if any Committed Loan Notice requests a Eurocurrency Rate Loan, such Borrowing shall be made as an Base Rate Loan and (z) any request by the Borrower for a Eurocurrency Rate Loan shall be ineffective.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereof, (a) the Lender determines that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (bii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (a)(i) above, "Impacted Loans"), or (cb) the Lender determines that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders the Lender of funding such Eurodollar Rate Loan, the Administrative Agent Lender will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Borrower. Thereafter, (x) the obligation of the Lenders Lender to make or maintain Eurodollar Rate Loans shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) Lender revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have Lender has made the determination described in clauses clause (a), (b) or (ca)(i) of this section, the Administrative AgentLender, in consultation with the Borrower and the Majority LendersBorrower, may establish an alternative interest rate for the Impacted Loans, in which case, case such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent Lender revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or section, (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and Lender notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders the Lender of funding the Impacted Loans, or (3) the 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 the Lender to do any of the foregoing and provides the Lender and the Borrower written notice thereof.

Inability to Determine Rates. (a) If the Majority Required Lenders determine that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan (whether denominated in Dollars or in connection with an existing or proposed Base Rate LoanAlternative Currency), or (c) the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans in the affected currency or currencies shall be suspended, 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 suspended until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans in the affected currency or currencies or, failing that, will be deemed to have converted such request into a request (a) for a Borrowing of (or conversion to) Base Rate Loans in the amount specified therein. Notwithstanding , in the foregoingcase of Multicurrency Revolving Credit Loans denominated in Dollars, if the Majority Lenders have made the determination described in clauses (a), or (b) for a Borrowing of (or conversion to) a Loan bearing interest at the Cost of Funds Rate plus the Applicable Margin with respect to Eurocurrency Rate Loans, in the case of any other Loan. (b) Without limitation of the provisions of Section 3.03(a), if, with respect to any Borrowing, conversion or continuation for which the Eurocurrency Rate is to be determined by reference to the Quoted Rates supplied to the Administrative Agent by the Reference Banks in accordance with Section 2.13, (i) fewer than two Reference Banks supply the Administrative Agent with a Quoted Rate or (cii) prior to the close of this sectionbusiness on the Quotation Day, the Administrative AgentAgent receives notification from Lenders whose participation in such Borrowing, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) conversion or (c) continuation exceeds 35% of the first sentence amount of this section such Borrowing, conversion or (2) the Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower continuation that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding obtaining matching deposits in the Impacted London interbank market (in the case of Loans denominated in Dollars or an Alternative Currency other than Euro) or the European interbank market (in the case of Loans denominated in Euro) would be in excess of the Eurocurrency Rate, as applicable, for the relevant Interest Period, then the Administrative Agent shall give notice thereof to the Parent, the Borrower and the Lenders in writing as promptly as practicable thereafter, and the interest rate applicable to such Borrowing, conversion or continuation shall be (a) the Base Rate plus the Applicable Rate, in the case of Multicurrency Revolving Credit Loans denominated in Dollars, or (b) the Cost of Funds Rate plus the Applicable Rate with respect to Eurocurrency Rate Loans, in the case of any other Loan. (c) If any event described in the first sentence of Section 3.03(a) or in Section 3.03(b) occurs and results in the application of the Cost of Funds Rate, then at the request of the Administrative Agent, the Parent or the Borrower, the Administrative Agent, the Parent and the Borrower shall enter into negotiations for a period of no more than 30 days for the purpose of agreeing to a substitute basis for determining the rate of interest to be applied to the applicable Borrowing (and, to the extent required, any future Borrowings). Any substitute basis agreed upon shall be, with the consent of all Lenders, binding on all of the parties to this Agreement.

Inability to Determine Rates. If the Majority Lenders determine that for any reason Subject to Section 1.15, if in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof thereof, (a) the Administrative Agent determines that (ai) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurocurrency market for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan, Loan or (bii) adequate and reasonable means do not exist for determining the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (a) above, “Impacted Loans”), or (cb) the Eurodollar Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspendedsuspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods, as applicable) and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) Required Lenders revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have (A) converted such request into a request for a Borrowing of Base Rate Loans in the amount specified thereintherein or (B) converted such request into a request for a Borrowing in an alternative rate mutually acceptable to the Borrower and the applicable Lenders; provided, that if the Borrower and the applicable Lenders cannot agree within a reasonable time on an alternative rate for such Loans, the Borrower may, at its discretion, either (x) prepay such Loans (subject to any prepayment premium applicable at such time) or (y) maintain such Loans outstanding, in which case, the interest rate payable to the applicable Lender on such Loans will be the rate determined by the Required Lenders as its cost of funds to fund a Borrowing of such Loans with maturities comparable to the Interest Period applicable thereto (which shall not be less than zero) plus the Applicable Rate, in each case of the preceding clauses (A) and (B), such conversion shall be deemed to occur either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (c) of the first sentence of this sectionSection, the Administrative Agent, in consultation with the Borrower and the Majority affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses clause (a), (b) or (c) of the first sentence of this section or section, (2) the Administrative Agent or the Majority Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its Applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If If (a) Circumstances Affecting the Majority Lenders determine that for any reason Availability of the Eurodollar Rate. Unless and until a Replacement Rate is implemented in accordance with clause (b) below, if, in connection with any request for a Eurodollar Rate Loan or a Base Rate Loan as to which the interest rate is determined with reference to the Eurodollar Rate or a conversion to or continuation thereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (bii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed any Base Rate Loan, Loan as to which the interest rate is determined with reference to the Eurodollar Rate or (ciii) the Required Revolving Credit Lenders in the case of the Revolving Credit Facility or the Required Term B Lenders in the case theof any Class of Term B FacilityLoans shall determine (which determination shall be conclusive and binding absent manifest error) that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding making or maintaining such Eurodollar Rate LoanLoans during such Interest Period, then the Administrative Agent will promptly so notify the Borrower and each Lender Lender. Thereafter, until (x) in each the case with respect to of clauses (a), i) and (b) or (cii) above, “Impacted Loans”). Thereafterthe Administrative Agent notifies the Borrower that such circumstances no longer exist or (y) in the case of clause (iii) above, the Administrative Agent (xupon the instruction of the Required Revolving Credit Lenders in the case of the Revolving Credit Facility or the Required Term B Lenders in the case of theany Class of Term B FacilityLoans) revokes such notice, the obligation of the Lenders to make or maintain Eurodollar Rate Loans (or Base Rate Loans as to which the interest rate is determined with reference to the Eurodollar Rate) and the right of the Borrower to convert any Loan to, or continue any Loan as a Eurodollar Rate Loan (or a Base Rate Loan as to which the interest rate is determined by reference to the Eurodollar Rate) shall be suspended, and (y) in the event of a determination described in the preceding sentence with any such suspension with respect to clause (iii) above to apply only to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) revokes Facility with respect to which such noticenotice was given. Upon receipt of such notice, and (i) in the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation case of Eurodollar Rate Loans orLoans, failing thatthe Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Rate Loan together with accrued interest thereon (subject to Section 2.10(a)), will be deemed on the last day of the then current Interest Period applicable to have converted such request into Eurodollar Rate Loan; or (B) convert the then outstanding principal amount of each such Eurodollar Rate Loan to a request for a Borrowing Base Rate Loan as to which the interest rate is not determined by reference to the Eurodollar Rate as of the last day of such Interest Period; or (ii) in the case of Base Rate Loans in as to which the interest rate is determined by reference to the Eurodollar Rate, the Borrower shall convert the then outstanding principal amount specified thereinof each such Loan to a Base Rate Loan as to which the interest rate is not determined by reference to the Eurodollar Rate as of the last day of such Interest Period. Notwithstanding Each of the foregoing, Lenders agrees that if the Majority Lenders have made the determination described in clauses (a), (bi) or (cii) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted above apply to Base Rate Loans, in which case, such alternative rate of interest shall apply with respect then the Base Rate will be determined without reference to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority 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 LoansEurodollar Rate.

Inability to Determine Rates. (a) If the Majority Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar applicable Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Eurocurrency Rate Loan, or (c) that the Eurodollar Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Loan, or that Dollar deposits are not being offered to banks in the London interbank eurodollar, or other applicable, market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower Borrowers and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (xi) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspended, suspended and (yii) in the event of a determination described in the preceding sentence with respect to the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case case, until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar such Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request request, if applicable, into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), . (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) If at any time the Administrative Agent revokes determines (which determination shall be conclusive absent manifest error) that (i) the notice delivered with respect to the Impacted Loans under clauses circumstances set forth in clause (a), (b) above have arisen and such circumstances are unlikely to be temporary or (cii) the circumstances set forth in clause (a) above have not arisen but the supervisor for the administrator of the first sentence of this section Eurocurrency Rate or (2) a Governmental Authority having jurisdiction over the Administrative Agent or has made a public statement identifying a specific date after which the Majority Lenders notify Eurocurrency Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Designated Borrower shall endeavor to establish an alternate rate of interest to the Eurocurrency Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 10.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, written notice from the Required Lenders stating that such alternative interest rate does not adequately and fairly reflect the cost Required Lenders object to such Lenders of funding the Impacted Loansamendment.

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

Inability to Determine Rates. (a) If prior to the Majority Lenders determine that for commencement of any reason in connection with any request Interest Period for a Eurodollar Rate Loan or a conversion to or continuation thereof Loan: (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining ascertaining the Adjusted Eurodollar Rate or the Eurodollar Rate, as applicable (including because the Eurodollar Screen Rate is not available or published on a current basis), for any requested the applicable currency and such Interest Period; or (ii) the Administrative Agent is advised by the Required Lenders (or, to the extent relating to Eurodollar Rate Loans in currencies other than Dollars, the Required Specified Currency Limited Currency/Multicurrency Revolving Lenders) that the Adjusted Eurodollar Rate or the Eurodollar Rate, as applicable, for the applicable currency and such Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does will not adequately and fairly reflect the cost to such Lenders (or Lender) of funding making or maintaining their Loans (or its Loan) included in such Borrowing for the applicable currency and such Interest Period; then the Administrative Agent shall give notice thereof to the Parent Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until the Administrative Agent notifies the Parent Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any request that requests the conversion of any Loan in Dollars to, or continuation of a Loan in Dollars as, a Eurodollar Rate Loan shall be ineffective and such Loan shall be -95- continued as a Base Rate Loan, (B) if any Loan Notice requests a Loan that is a Eurodollar Rate Loan in Dollars, such Loan shall be made as a Base Rate Loan, (C) any Loan Notice that requests the making of a Loan in such applicable currency (if such applicable currency is other than Dollars) shall be ineffective and (D) any then-outstanding Loan in such applicable currency (if such currency is other than Dollars) shall be maintained at a rate for the tenor of borrowings in such currency that is comparable to the tenor of the Loans as determined by the Administrative Agent will promptly so notify in good faith plus the Borrower and each Lender (Applicable Percentage; provided, in each the case with respect of Borrowings in Dollars, that if the circumstances giving rise to clauses (a)such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted. (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 (cii) above, “Impacted Loans”the circumstances set forth in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of the Eurodollar Screen Rate has made a public statement that the administrator of the Eurodollar Screen Rate is insolvent (and there is no successor administrator that will continue publication of the Eurodollar Screen Rate). Thereafter, (x) the obligation administrator of the Lenders Eurodollar Screen Rate has made a public statement identifying a specific date after which the Eurodollar Screen Rate will permanently or indefinitely cease to make or maintain be published by it (and there is no successor administrator that will continue publication of the Eurodollar Rate Loans shall be suspendedScreen Rate), and (y) in the event supervisor for the administrator of the Eurodollar Screen Rate has made a determination described in public statement identifying a specific date after which the preceding sentence with respect Eurodollar Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the Eurodollar Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Eurodollar Screen Rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Parent Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar Rate component 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 (including any mathematical or other adjustments to such alternate rate of interest), and shall enter into, no earlier than five Business Days after such amendment is posted or otherwise distributed to the Lenders, an amendment to this Credit Agreement to reflect such alternate rate of interest and such other related changes to this Credit Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Base RateApplicable Percentage); provided that, if such alternate rate of interest as so determined would be less than zero, such rate in the utilization case of the Eurodollar Rate component in determining the Base Rate Revolver Loans and Delayed Draw Term A Loans shall be suspendeddeemed to be zero for the purposes of this Credit Agreement. Notwithstanding anything to the contrary in Section 11.01, in each case until such amendment shall become effective without any further action or consent of any other party to this Credit Agreement so long as the Administrative Agent (upon the instruction shall not have received, within five Business Days of the Majority Lenders) revokes date such notice. Upon receipt of such noticeamendment is so posted or otherwise distributed to the Lenders as referred to in the previous sentence, a written notice from the Borrower may revoke any pending request for a Borrowing ofRequired Lenders (or, conversion to or continuation of the extent relating to Eurodollar Rate Loans or, failing that, will be deemed relating to have converted such request into a request for a Borrowing of Base Eurodollar Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this sectioncurrencies other than Dollars, the Administrative Agent, in consultation with the Borrower and the Majority Required Specified Currency Limited Currency/Multicurrency Revolving Lenders) stating that such Required Lenders (or Required Specified Currency Limited Currency/Multicurrency Revolving Lenders, as the case may establish be) object to such amendment. Until an alternative interest rate for the Impacted Loans, in which case, such alternative alternate rate of interest shall apply be determined in accordance with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), this clause (b) (but, in the case of the circumstances described in clause (ii)(w), clause (ii)(x) or clause (cii)(y) of the first sentence of this section Section 3.03(b), only to the extent the Eurodollar Screen Rate for the applicable currency and such Interest Period is not available or published at such time on a current basis), (2x) any Loan Notice that requests the Administrative Agent conversion of any Borrowing to, or the Majority Lenders notify the Administrative Agent continuation of any Borrowing as, a Borrowing of Eurodollar Rate Loans shall be ineffective and the Borrower that (y) if any Loan Notice requests a Borrowing of Eurodollar Rate Loans, such alternative interest rate does not adequately and fairly reflect the cost to such Lenders Borrowing shall be made as a Borrowing of funding the Impacted Base Rate Loans.

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

Inability to Determine Rates. (a) If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof thereto that (ai) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (bB) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate LoanLoan (in each case with respect to clause (i), “Impacted Loans”), or (cii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested the Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, the applicable Borrower may revoke any pending request for a Borrowing of, of or conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into (x) in the case of a Committed Loan, a request for a Committed Borrowing of Base Rate Loans (y) in the case of a Swing Line Loan, a request for a Swing Line Borrowing of Base Rate Loans and (z) in the case of a New Vehicle Swing Line Loan, a request for a New Vehicle Swing Line Borrowing of Base Rate Loans, in each case, in the amount specified therein. . (b) Notwithstanding the foregoing, if the Majority Lenders have Administrative Agent has made the determination described in clauses clause (a), (b) or (ca)(i) of this sectionSection and the Company shall so request, the Administrative Agent, in consultation with the Borrower affected Lenders and the Majority LendersCompany shall negotiate in good faith to amend the definition of “Eurodollar Rate” and other applicable provisions to preserve the original intent thereof in light of such change; provided that, may establish an alternative interest rate for the Impacted Loans, in which caseuntil so amended, such alternative rate of interest shall apply with respect Impacted Loans will be handled as otherwise provided pursuant to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence terms of this section or (2) the Administrative Agent or the Majority 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 LoansSection.

Inability to Determine Rates. (1) If on or prior to the Majority Lenders determine that first day of any Interest Period for any Eurodollar Loan made at the Adjusted Eurodollar Rate: (i) the Administrative Agent determines that by reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in of circumstances affecting the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loanrelevant market, (b) adequate and reasonable means do not exist for determining ascertaining the applicable Eurodollar Rate for any requested such Interest Period Period; or (ii) Lenders having 50% or more of the aggregate amount of the Commitments (“Market Disruption Lenders”) advise in writing the Administrative Agent (with respect copies of such writings provided to a proposed Eurodollar the Borrower) that the London Interbank Offered Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) as determined by the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Dollar denominated Eurodollar Loans for such Eurodollar Rate LoanInterest Period ((i) or (ii), a “Market Disruption Event”); the Administrative Agent will promptly so notify shall forthwith give notice (“Market Disruption Notice”) thereof to the Borrower and each Lender (in each case with respect the Lenders, whereupon, until the Administrative Agent notifies the Borrower that the circumstances giving rise to clauses (a)such suspension no longer exist, (b) or (c) above, “Impacted Loans”). Thereafter, (xi) the obligation obligations of the Lenders to make Dollar denominated Eurodollar Loans, or maintain to continue or convert outstanding Loans as or into Dollar denominated Eurodollar Rate Loans Loans, shall be suspended, suspended and (yii) in each outstanding Dollar denominated Eurodollar Loan shall be converted into a Dollar denominated Base Rate Loan on the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component last day of the Base Rate, then current Interest Period applicable thereto. Unless the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until Borrower notifies the Administrative Agent (upon at least two Business Days before the instruction date of any Dollar denominated Eurodollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Dollar denominated Base Rate Borrowing in the same aggregate amount as the requested Borrowing and shall bear interest for each day from and including the first day to but excluding the last day of the Majority Lenders) revokes such notice. Upon receipt of such notice, Interest Period applicable thereto at the Borrower may revoke any pending request for a Borrowing of, conversion rate applicable to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Revolving Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Majority Lenders have made the determination described in clauses (a), (b) or (c) of this section, the Administrative Agent, in consultation with the Borrower and the Majority Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), (b) or (c) of the first sentence of this section or (2) the Administrative Agent or the Majority 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 Loansday.

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

Inability to Determine Rates. (a) If prior to the Majority Lenders determine commencement of any Interest Period for any Borrowing of Eurodollar Rate Loans: (i) the Agent determines that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan Loan, or in connection (ii) the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with an existing or respect to a proposed Base Eurodollar Rate Loan, or (c) that the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”)Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspendedsuspended until the Agent or the Required Lenders revoke such notice in writing. Upon receipt of such notice, the Company may revoke any Conversion/Continuation Notice then submitted by it pursuant to Section 2.06. If the Company does not revoke such Conversion/Continuation Notice, the Lenders shall make, convert or continue the Loans, as proposed by the Company, in the amount specified in the applicable notice submitted by the Company, but such Loans shall be made, converted or continued as Base Rate Loans instead of Eurodollar Rate Loans. Notwithstanding the foregoing, (x) the Agent and each Lender shall take any reasonable actions available to them (including designation of different Lending Offices), consistent with legal and regulatory restrictions, that will avoid the need to take the steps described in this Section 3.05, which will not, in the reasonable judgment of the Agent or such Lender, be materially disadvantageous to the Agent, such Lender or the Company, as compared to the steps described in this Section 3.05, and (y) in the event that the Agent or the Required Lenders shall make any determination of a determination the type described in this Section 3.05, they shall do so in a manner consistent with the preceding sentence then-prevailing market practice and in a manner consistent with the Agent and each such Lender’s determinations with respect to loans to other similarly situated borrowers to whom it has extended credit. (b) If at any time the Agent determines (which determination shall be made by notice to the Company), or either the Company or the Required Lenders notify the Agent (with, in the case of the Required Lenders, a copy to the Company) that the Company or such Required Lenders (as applicable) have determined, that: (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Eurodollar Screen Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the Eurodollar Screen Rate shall no longer be used for determining interest rates for loans, then, reasonably promptly after such determination by the Agent or receipt by the Agent of such notice, as applicable, the Agent and the Company may amend this Agreement to establish an alternate benchmark rate of interest to the Eurodollar Rate component (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that gives due consideration to any evolving or then existing convention for determining a rate of the Base Rate, the utilization interest for syndicated loans of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans this type in the amount specified therein. Notwithstanding the foregoingUnited States at such time (any such proposed rate, if the Majority Lenders have made the determination described in clauses (aa “LIBOR Successor Rate”), (b) and, notwithstanding anything to the contrary in Section 10.01, such amendment shall become effective without any further action or (c) consent of any other party to this sectionAgreement so long as the Agent shall not have received, by 5:00 pm on the Administrative Agent, in consultation with date that is five Business Days after the Borrower and date such amendment is provided to the Majority Lenders, may establish a written notice from the Required Lenders stating that such Lenders object to such amendment. Until an alternative interest rate for the Impacted Loans, in which case, such alternative alternate rate of interest shall apply be determined in accordance with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clauses (a), this clause (b) or (cbut, in the case of the circumstances described in clause (ii) of the first sentence of this section Section 3.05(b), only to the extent the Eurodollar Screen Rate for such Interest Period is not available or published at such time on a current basis), (2x) any request that the Administrative Agent conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of Eurodollar Rate Loans shall be ineffective and (y) if any Loan Notice requests a Borrowing of Eurodollar Rate Loans, such Borrowing shall be made as a Borrowing of Base Rate Loans. Notwithstanding anything else herein, any definition of the Majority Lenders notify LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders purposes of funding the Impacted Loansthis Agreement.