Common use of Unavailability Clause in Contracts

Unavailability. (i) If, prior to the commencement of any Interest Period for a Eurodollar Loan: (A) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Interbank Offered Rate or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period; or (B) the Administrative Agent is advised by the Required Lenders that the Interbank Offered Rate or the Eurodollar Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy 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, (A) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and such Loan shall remain or convert to a Base Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Loan, such Loan shall be made as a Base Rate Loan. (ii) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (x) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (y) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Interbank Offered Rate and/or Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for 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. Notwithstanding anything to the contrary in Section 12.6, 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 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 (ii) (but, in the case of the circumstances described in clause (y) of the first sentence of this clause (ii), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and (y) if any Notice of Borrowing requests a Eurodollar Loan, such Loan 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 Credit Agreement.

Unavailability. If, on or prior to the first day of any Interest Period, (i) If, prior to the commencement of any Interest Period for a Eurodollar Loan: (A) the Administrative Agent determines shall have determined in good faith (which determination shall be conclusive absent manifest errorand binding upon the Borrower) that (A) Dollar deposits are not generally available in the London interbank Eurodollar market in the applicable principal amounts and Interest Period of a requested Eurodollar Loan or (B) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Interbank Offered Eurodollar Rate or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period; or , or (Bii) the Administrative Agent is advised by shall have received notice from the Required Lenders that the Interbank Offered Eurodollar Rate determined or the Eurodollar Rate, as applicable, to be determined for such Interest Period will not adequately and fairly reflect the cost to such the Lenders of making or maintaining their Eurodollar Loans for such Interest Period; then Period (as conclusively certified by such Lenders), the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly soon as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to thereafter. Upon delivery of such notice no longer existnotice, (A) any Notice Eurodollar Loans requested to be made on the first day of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and such Loan shall remain or convert to a Base Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Loan, such Loan Interest Period shall be made as a Base Rate Loan. Loans, (iiB) If at any time the Administrative Agent determines (which determination Loans that were to have been converted to or continued as Eurodollar Loans shall be conclusive absent manifest errorprepaid by the Borrower or converted to or continued as Base Rate Loans and (C) that (x) any outstanding Eurodollar Loans shall be converted, on the circumstances set forth in clause (a)(i) have arisen and first day of such circumstances are unlikely Interest Period, to be temporary or (y) Base Rate Loans. Until the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall withdrawn such notice, 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 Interbank Offered Rate and/or further Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for 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. Notwithstanding anything to the contrary in Section 12.6, 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 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 (ii) (but, in the case of the circumstances described in clause (y) of the first sentence of this clause (ii), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and (y) if any Notice of Borrowing requests a Eurodollar Loan, such Loan Loans shall be made or continued as a such, nor shall the Borrower have the right to convert Base Rate Borrowing; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed Loans to be zero for the purposes of this Credit AgreementEurodollar Loans.

Unavailability. (i) If, prior to the commencement of any Interest Period for a Eurodollar Term SOFR Loan: (A) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Interbank Offered Term SOFR Rate or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period; or (B) the Administrative Agent is advised by the Required Lenders that the Interbank Offered Term SOFR Rate or the Eurodollar Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Borrowers and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Term SOFR Loan shall be ineffective and such Loan shall remain or convert to a Base Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Term SOFR Loan, such Loan shall be made as a Base Rate Loan. (ii) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (x) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (y) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Interbank Offered Rate and/or Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for 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. Notwithstanding anything to the contrary herein or in Section 12.6any other Credit Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment shall to, or further action or consent of any other party to, this Credit Agreement or any other Credit Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Credit 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. (iii) Notwithstanding anything to the contrary herein or in any other Credit Document, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Credit Agreement so long as or any other Credit Document. (iv) The Administrative Agent will promptly notify the Borrowers and the Lenders of (1) any occurrence of a Benchmark Transition Event, (2) the implementation of any Benchmark Replacement, (3) the effectiveness of any Benchmark Replacement Conforming Changes, (4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (vi) below and (5) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent shall not have receivedor, within five Business Days if applicable, any Lender (or group of Lenders) pursuant to this Section 4.1, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date notice of such alternate rate of interest is provided and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 4.1. (v) Notwithstanding anything to the Lenderscontrary herein or in any other Credit Document, at any time (including in connection with the implementation of 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 (ii) (but, in the case of the circumstances described in clause (y) of the first sentence of this clause (iiBenchmark Replacement), only to (A) if the extent then-current Benchmark is a term rate (including the Screen Rate for such Interest Period is not available or published at such time on a current basis), Term SOFR Rate) and either (x) any Notice tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (y) the regulatory supervisor for the administrator of Continuation/Conversion such Benchmark has provided a public statement or publication of information announcing that requests any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A) above either (x) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (y) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (vi) Upon the Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrowers may revoke any request for a borrowing of, conversion of any Revolving Loan to, to or continuation of Loans to be made, converted or continued during any Revolving Loan asBenchmark Unavailability Period and, a Eurodollar Loan shall be ineffective and (y) if any Notice of Borrowing requests a Eurodollar Loan, such Loan shall be made as a Base Rate Borrowing; provided failing that, if such alternate rate of interest shall be less than zero, such rate shall the Borrowers will be deemed to be zero have converted 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 purposes then-current Benchmark is not an Available Tenor, the component of this Credit AgreementBase Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.

Unavailability. In the event, and on each occasion, that on the day two (i2) If, Business Days prior to the commencement of any Interest Period for a Eurodollar Loan: (A) LIBOR Loan of any amount, Interest Period or currency, the Administrative Agent determines shall have determined or shall have been notified by the Required Lenders (which determination shall be conclusive absent manifest errora) that adequate deposits in the relevant amount in the relevant currency and for the relevant Interest Period are not available in the relevant market to any Lender, or that reasonable means do not exist for ascertaining the Interbank Offered LIBOR Rate for any such Loan, or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period; or (Bb) the Administrative Agent is advised by the Required Lenders that the Interbank Offered Rate or the Eurodollar Rate, as applicable, for rates at which such Interest Period deposits are being offered will not adequately and fairly reflect the cost to such Lenders any Lender of making or maintaining their Loans for its LIBOR Loan during such Interest Period; then , the Administrative Agent shall promptly give written or telecopy notice thereof of such determination to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter andLenders. In the event of any such determination, until the Administrative Agent notifies shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any Notice request by the Borrower for a LIBOR Loan of Continuation/Conversion that requests the affected amount, Interest Period or currency, or a conversion of any Revolving Loan to, to or continuation of any Revolving a LIBOR Loan asof the affected amount, a Eurodollar Loan Interest Period or currency shall be ineffective and deemed rescinded. If the Administrative Agent at any time determines that: (i) the euro has ceased to be utilized as the basic accounting unit of the European Community; (ii) for reasons affecting the market in euros generally, euros are not freely traded between banks internationally; or (iii) it is illegal, impossible or impracticable for payments to be made hereunder in euro, then the Administrative Agent may, in its discretion declare (such Loan shall remain declaration to be binding on all the parties hereto) that any payment made or convert to a Base Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Loanbe made thereafter which, such Loan but for this provision, would have been payable in the euro shall be made in a component currency of the euro or Dollars (as a Base Rate Loan. (ii) If at any time selected by the Administrative Agent determines (which the “Selected Currency”) and the amount to be so paid shall be calculated on the basis of the equivalent of the euro in the Selected Currency). Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error) that (x) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (y) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Interbank Offered Rate and/or Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for 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. Notwithstanding anything to the contrary in Section 12.6, 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 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 (ii) (but, in the case of the circumstances described in clause (y) of the first sentence of this clause (ii), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and (y) if any Notice of Borrowing requests a Eurodollar Loan, such Loan 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 Credit Agreement.

Unavailability. (i) If, prior to the commencement of any Interest Period for a Eurodollar Loan: (A) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Interbank Offered Rate or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period; or (B) the Administrative Agent is advised by the Required Lenders that the Interbank Offered Rate or the Eurodollar Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Term Loans for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy 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, (A) any Notice of Continuation/Conversion that requests the conversion of any Revolving Term Loan to, or continuation of any Revolving Term Loan as, a Eurodollar Loan shall be ineffective and such Loan shall remain or convert to a Base Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Loan, such Term Loan shall be made as a Base Rate Loan. (ii) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (x) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (y) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Interbank Offered Rate and/or Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for 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. Notwithstanding anything to the contrary in Section 12.6, 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 shall not have received, within five Business Days of following 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 (ii) (but, in the case of the circumstances described in clause (y) of the first sentence of this clause (ii), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (xA) any Notice of Continuation/Conversion that requests the conversion of any Revolving Term Loan to, or continuation of any Revolving Term Loan as, a Eurodollar Loan shall be ineffective and (yB) if any Notice of Borrowing requests a Eurodollar Loan, such Term Loan shall be made as a Base Rate BorrowingLoan; 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 Credit Agreement.

Unavailability. If, on or prior to the first day of any Interest Period, (i) If, prior to the commencement of any Interest Period for a Eurodollar Loan: (A) the Administrative Agent determines shall have determined in good faith (which determination shall be conclusive absent manifest errorand binding upon the Borrowers) that (A) Dollar deposits are not generally available in the London interbank Eurodollar market in the applicable principal amounts and Interest Period of a requested Eurodollar Loan or (B) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Interbank Offered Eurodollar Rate or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period; or , or (Bii) the Administrative Agent is advised by shall have received notice from the Required Lenders that the Interbank Offered Eurodollar Rate determined or the Eurodollar Rate, as applicable, to be determined for such Interest Period will not adequately and fairly reflect the cost to such the Lenders of making or maintaining their Eurodollar Loans for such Interest Period; then Period (as conclusively certified by such Lenders), the Administrative Agent shall give notice thereof to the Borrower Borrowers and the Lenders by telephone or telecopy as promptly soon as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to thereafter. Upon delivery of such notice no longer existnotice, (A) any Notice Eurodollar Loans requested to be made on the first day of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and such Loan shall remain or convert to a Base Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Loan, such Loan Interest Period shall be made as a Base Rate Loan. Loans, (iiB) If at any time the Administrative Agent determines (which determination Loans that were to have been converted to or continued as Eurodollar Loans shall be conclusive absent manifest errorprepaid by the Borrowers or converted to or continued as Base Rate Loans and (C) that (x) any outstanding Eurodollar Loans shall be converted, on the circumstances set forth in clause (a)(i) have arisen and first day of such circumstances are unlikely Interest Period, to be temporary or (y) Base Rate Loans. Until the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall withdrawn such notice, 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 Interbank Offered Rate and/or further Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for 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. Notwithstanding anything to the contrary in Section 12.6, 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 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 (ii) (but, in the case of the circumstances described in clause (y) of the first sentence of this clause (ii), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and (y) if any Notice of Borrowing requests a Eurodollar Loan, such Loan Loans shall be made or continued as a such, nor shall the Borrowers have the right to convert Base Rate Borrowing; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed Loans to be zero for the purposes of this Credit AgreementEurodollar Loans.

Unavailability. (i) If, prior to the commencement beginning of any Interest Period Fixed Period, the Servicing Agent shall have determined (for a Eurodollar Loan:any reason whatsoever) that (Aa) Dollar deposits in the Administrative Agent determines relevant amount and for such Fixed Period are not available to CIBC in its LIBOR Office's interbank eurodollar market, or (which determination shall be conclusive absent manifest errorb) that by reason of circumstances affecting CIBC's LIBOR Office's interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the Interbank Offered LIBO Rate or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basisReserve Adjusted), for such Interest Period; or (B) then, the Administrative Agent is advised by the Required Lenders that the Interbank Offered Rate or the Eurodollar Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans for such Interest Period; then the Administrative Servicing Agent shall promptly give telephone notice thereof of such determination, confirmed in writing to the Borrower and the Lenders by telephone or telecopy 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, (A) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and such Loan shall remain or convert to a Base Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Loan, such Loan shall be made as a Base Rate Loan. (ii) If at any time the Administrative Agent determines Seller (which determination shall be conclusive absent manifest error) that and binding on the Seller), and (xc) the circumstances set forth in clause obligation of the Standby Purchaser to determine the Purchase Discount Rate with respect to any Purchases made and maintained by it by reference to the LIBO Rate (a)(iReserve Adjusted) have arisen and shall, upon such circumstances are unlikely to be temporary or notification, forthwith terminate, and (yd) the circumstances set forth in clause (a)(i) have not arisen but Purchase Discount Rate with respect to the supervisor for affected Purchases shall on the administrator expiration of the Screen Rate or a Governmental Authority having jurisdiction over then current Fixed Periods thereafter be determined by reference to the Administrative Alternate Rate. If circumstances subsequently change so that the Servicing Agent has made a public statement identifying a specific date after which the Screen Rate shall determine that CIBC is no longer be used for determining interest rates for loansso affected, then the Administrative Agent obligation of the Standby Purchaser to determine the Purchase Discount Rate with respect to any Purchases made and the Borrower shall endeavor to establish an alternate rate of interest maintained by it by reference to the Interbank Offered LIBO Rate and/or Eurodollar Rate that gives due consideration (Reserve Adjusted) shall, upon such determination (and telephone notice thereof confirmed in writing to the then prevailing market convention for determining a rate of interest for 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. Notwithstanding anything to the contrary in Section 12.6, 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 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 (ii) (but, in the case of the circumstances described in clause (y) of the first sentence of this clause (iiSeller), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall forthwith be ineffective and (y) if any Notice of Borrowing requests a Eurodollar Loan, such Loan 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 Credit Agreementreinstated.

Unavailability. If, on or prior to the first day of any Interest Period, (i) If, prior to the commencement of any Interest Period for a Eurodollar Loan: (A) the Administrative Agent determines shall have determined in good faith (which determination shall be conclusive absent manifest errorand binding upon the Borrower) that (A) Dollar deposits are not generally available in the London interbank Eurodollar market in the applicable principal amounts and Interest Period of a requested Eurodollar Loan or (B) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Interbank Offered Eurodollar Rate or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period; or , or (Bii) the Administrative Agent is advised by shall have received notice from the Required Lenders that the Interbank Offered Eurodollar Rate determined or the Eurodollar Rate, as applicable, to be determined for such Interest Period will not adequately and fairly reflect the cost to such the Lenders of making or maintaining their Eurodollar 41 Spectra Energy Partners OLP, LP Loans for such Interest Period; then Period (as conclusively certified by such Lenders), the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly soon as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to thereafter. Upon delivery of such notice no longer existnotice, (A) any Notice Eurodollar Loans requested to be made on the first day of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and such Loan shall remain or convert to a Base Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Loan, such Loan Interest Period shall be made as a Base Rate Loan. Loans, (iiB) If at any time the Administrative Agent determines (which determination Loans that were to have been converted to or continued as Eurodollar Loans shall be conclusive absent manifest errorprepaid by the Borrower or converted to or continued as Base Rate Loans and (C) that (x) any outstanding Eurodollar Loans shall be converted on the circumstances set forth in clause (a)(i) have arisen and date of such circumstances are unlikely notice to be temporary or (y) Base Rate Loans. Until the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall withdrawn such notice, 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 Interbank Offered Rate and/or further Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for 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. Notwithstanding anything to the contrary in Section 12.6, 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 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 (ii) (but, in the case of the circumstances described in clause (y) of the first sentence of this clause (ii), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and (y) if any Notice of Borrowing requests a Eurodollar Loan, such Loan Loans shall be made or continued as a such, nor shall the Borrower have the right to convert Base Rate Borrowing; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed Loans to be zero for the purposes of this Credit AgreementEurodollar Loans.

Unavailability. (iIf Borrowers shall have requested the rate based on the Adjusted LIBOR Rate in accordance with this Section 2.1.1(a)(i) Ifand Lender shall have determined, prior in good faith, that Eurodollar deposits equal to the commencement amount of any the principal of the requested LIBOR Rate Loan and for the LIBOR Interest Period for a Eurodollar Loan: (A) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Interbank Offered Rate specified are unavailable, or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period; or (B) the Administrative Agent is advised by the Required Lenders that the Interbank Offered rate based on the Adjusted LIBOR Rate or the Eurodollar Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost of the Adjusted LIBOR Rate applicable to such Lenders the specified LIBOR Interest Period, of making or maintaining their Loans the principal amount of the requested LIBOR Rate Loan during the LIBOR Interest Period specified, or that by reason of circumstances affecting Eurodollar markets, adequate means do not exist for such ascertaining the rate based on the Adjusted LIBOR Rate applicable to the specified LIBOR Interest Period; then the Administrative Agent , Lender shall promptly give notice thereof of such determination to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders Borrowers that the circumstances giving rise to rate based on the Adjusted LIBOR Rate is not available. A determination, in good faith, by Lender hereunder shall be prima facie evidence of the correctness of the fact and amount of such notice no longer existadditional costs or unavailability. Upon such a determination, (Ai) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan obligation to convert to, or continuation of any Revolving maintain a LIBOR Rate Loan as, a Eurodollar Loan at the rate based on the Adjusted LIBOR Rate shall be ineffective suspended until Lender shall have notified Borrowers that such conditions shall have ceased to exist, and such Loan shall remain or convert to a Base Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Loan, such Loan shall be made as a Base Rate Loan. (ii) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (x) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (y) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator portion of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest Loans subject to the Interbank Offered request or requested conversion shall accrue interest at the Floating Rate. As soon as practicable after the Adjusted LIBOR Rate and/or Eurodollar again becomes available for an existing or requested LIBOR Rate that gives due consideration Loan, Lender shall notify Borrowers of such availability and Borrowers shall have the option to direct Lender to convert, or maintain, as the then prevailing market convention for determining case may be, a rate of interest for loans LIBOR Rate Loan at the Adjusted LIBOR Rate 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. Notwithstanding anything to the contrary in Section 12.6, 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 shall not have received, within five Business Days of the date notice of such alternate rate of interest is manner 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 (ii) (but, in the case of the circumstances described in clause (y) of the first sentence of this clause (ii), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and (y) if any Notice of Borrowing requests a Eurodollar Loan, such Loan 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 Credit Agreementherein.

Unavailability. (i) IfIfSubject to Section 2.14, if prior to the commencement of any Interest Period for a Eurodollar Loanany Borrowing of EurodollarSOFR Loans: (Aa) the Administrative Agent determines that deposits in the applicable currency (which determination shall be conclusive absent manifest errorin the applicable amounts) are not being offered to it in the eurocurrency interbank market for such Interest Period, or that by reason of circumstances affecting the interbank eurocurrency market adequate and reasonable means do not exist for ascertaining the Interbank Offered Rate or applicable LIBOR(which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the Eurodollar Ratedefinition thereof, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period; or (Bb) the Administrative Agent is advised by the Required Lenders notify the Agent that (i) LIBOR as determined by the Interbank Offered Rate Agent willreasonably determine that in connection with any request for a SOFR Loan or the Eurodollar Rate, as applicable, a conversion thereto or a continuation thereof that Term SOFR for such any requested Interest Period will with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making or maintaining funding their Eurodollar Loans in the currency in question for such Interest Period; Period or (ii) that the making or funding of Eurodollar Loans in the relevant currency has become impracticable, in either case as a result of an event occurring after the date hereof which in the opinion of such Lenders materially adversely affects such Loanssuch Loan, and the Required Lenders have provided notice of such determination to the Agent, then and in any such event the Administrative Agent shall not less than two days prior to the commencement of such Interest Period, give notice thereof to the Borrower Company and the Lenders by telephone or telecopy as promptly as practicable thereafter andLenders, whereupon until the Administrative Agent notifies the Borrower and the Lenders Company that the circumstances giving rise to such notice suspension no longer exist, the obligations of the Lenders to make Loans in the currency so affected or to make Eurodollar Loans (Aas applicable) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective suspendedthe Agent will promptly so notify the Company and such Loan shall remain each Lender. Upon notice thereof by the Agent to the Company, any obligation of the Lenders to make or convert to a Base Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Loan, such Loan continue SOFR Loans shall be made as a Base Rate Loan. suspended (ii) If at any time to the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (x) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (y) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator extent of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Interbank Offered Rate and/or Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for 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. Notwithstanding anything to the contrary in Section 12.6, 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 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 (ii) (butaffected SOFR Loans and, in the case of a SOFR Loan, the circumstances described in clause affected Interest Periods) until the Agent revokes such notice. Upon receipt of such notice, (yi) the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of the first sentence of this clause SOFR Loans (ii), only to the extent of the Screen Rate for such Interest Period is not available or published at such time on affected SOFR Loans and, in the case of a current basis), (x) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and (y) if any Notice of Borrowing requests a Eurodollar SOFR Loan, such Loan shall be made as a Base Rate Borrowing; provided the affected Interest Periods) or, failing that, if such alternate rate of interest shall be less than zero, such rate shall the Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be zero for deemed to have been converted into Base Rate Loans at the purposes end of this Credit Agreementthe applicable Interest Period to the extent that the Agent has not revoked such notice at such time. Upon any such conversion, the Borrowers shall pay any additional amounts required pursuant to Section 2.5.

Unavailability. (i) If, prior to the commencement of any Interest Period for a Eurodollar Term SOFR Loan: (A) the Administrative Agent determines (which determination shall be conclusive absent manifest error) prior to the commencement of any Interest Period for a borrowing of Term SOFR Loans, that adequate and reasonable means do not exist for ascertaining the Interbank Offered Term SOFR Rate or the Eurodollar Rate, as applicable (including, without limitation, including because the Screen Term SOFR Reference Rate is not available or published on a current basis), ) for such Interest Period; or (B) the Administrative Agent is advised by the Required Lenders that prior to the Interbank Offered commencement of any Interest Period for a borrowing of Term SOFR Loans, the Adjusted Term SOFR Rate or the Eurodollar Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Borrowers and the Lenders by telephone telephone, telecopy or telecopy electronic mail as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Term SOFR Loan shall be ineffective and such Loan shall remain or convert to a Base Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Term SOFR Loan, such Loan shall be made as a Base Rate Loan. (ii) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (x) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (y) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Interbank Offered Rate and/or Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for 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. Notwithstanding anything to the contrary herein or in Section 12.6any other Credit Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark (including any related adjustments) for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment shall to, or further action or consent of any other party to, this Credit Agreement or any other Credit Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Credit 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. (iii) Notwithstanding anything to the contrary herein or in any other Credit Document, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Credit Agreement so long as or any other Credit Document. (iv) The Administrative Agent will promptly notify the Borrowers and the Lenders of (1) any occurrence of a Benchmark Transition Event, (2) the implementation of any Benchmark Replacement, (3) the effectiveness of any Benchmark Replacement Conforming Changes, (4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (vi) below and (5) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent shall not have receivedor, within five Business Days if applicable, any Lender (or group of Lenders) pursuant to this Section 4.1, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date notice of such alternate rate of interest is provided and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 4.1. (v) Notwithstanding anything to the Lenderscontrary herein or in any other Credit Document, at any time (including in connection with the implementation of 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 (ii) (but, in the case of the circumstances described in clause (y) of the first sentence of this clause (iiBenchmark Replacement), only to (A) if the extent then-current Benchmark is a term rate (including the Screen Rate for such Interest Period is not available or published at such time on a current basis), Term SOFR Rate) and either (x) any Notice tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (y) the regulatory supervisor for the administrator of Continuation/Conversion such Benchmark has provided a public statement or publication of information announcing that requests any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A) above either (x) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (y) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (vi) Upon the Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrowers may revoke any request for a borrowing of, conversion of any Revolving Loan to, to or continuation of Term SOFR Loans to be made, converted or continued during any Revolving Loan asBenchmark Unavailability Period and, a Eurodollar Loan shall be ineffective and (y) if any Notice of Borrowing requests a Eurodollar Loan, such Loan shall be made as a Base Rate Borrowing; provided failing that, if such alternate rate of interest shall be less than zero, such rate shall the Borrowers will be deemed to be zero have converted 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 purposes then-current Benchmark is not an Available Tenor, the component of this Credit AgreementBase Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.

Unavailability. (i) If, prior to the commencement first day of any Interest Period (as defined in the Supplements evidencing the Loans) for any Loan bearing interest at a Eurodollar Loan: fixed rate option calculated on the basis of LIBOR (Aas defined in the Supplements evidencing the Loans), CoBank shall have determined, in its sole discretion, that (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Interbank Offered Rate or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), LIBOR for such Interest Period; or , or (Bii) the Administrative Agent is advised CoBank’s cost to fund balances bearing interest at such fixed rate option (as determined by the Required Lenders that the Interbank Offered Rate CoBank in its reasonable discretion) increases beyond any corresponding increase in LIBOR or the Eurodollar Ratedecreases less than any corresponding decrease in LIBOR, CoBank shall, as applicablesoon as practicable thereafter, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans for such Interest Period; then the Administrative Agent shall give notice thereof of such determination to the Borrower and Borrower. In the Lenders by telephone event of any such determination under the foregoing clauses (i) or telecopy as promptly as practicable thereafter and(ii), until the Administrative Agent notifies CoBank shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (Aa) any Notice of Continuation/Conversion that requests request by the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and such Loan shall remain or convert to a Base Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Loan, such Loan shall be made as a Base Rate Loan. (ii) If Borrower for Loans bearing interest at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (x) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (y) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate fixed rate of interest to the Interbank Offered Rate and/or Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for 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. Notwithstanding anything to the contrary in Section 12.6, 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 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 (ii) (but, in the case of the circumstances described in clause (y) of the first sentence of this clause (ii), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and (y) if any Notice of Borrowing requests a Eurodollar Loan, such Loan shall be made as a Base Rate Borrowing; provided that, if such alternate rate of interest shall be less than zero, such rate option shall be deemed to be zero a request for a Loan bearing interest at a variable rate option, (b) any request by the purposes Borrower for a Loan to be converted into or continued as a Loan bearing interest at such fixed rate option shall be deemed to be a request for such Loan to be converted into or continued as a Loan bearing interest at a variable rate option, and (c) any Loans that were to be converted into or continued as Loans bearing interest at such fixed rate option on the first day of this Credit Agreementan Interest Period shall be converted into or continued as Loans bearing interest at a variable rate option. Until such notice has been withdrawn by CoBank, no further Loans bearing interest at any such fixed rate option shall be made or continued as such, nor shall the Borrower have the right to convert any Loan bearing interest at a variable rate option or at a fixed rate option not calculate on the basis of LIBOR to a Loan bearing interest at such a fixed rate option.

Unavailability. In the event, and on each occasion, that on the day two (i2) If, Business Days prior to the commencement of any Interest Period for a Eurodollar Loan: (A) LIBOR Loan of any amount, Interest Period or currency, the Administrative Agent determines shall have determined or shall have been notified by the Required Lenders (which determination shall be conclusive absent manifest errora) that adequate deposits in the relevant amount in the relevant currency and for the relevant Interest Period are not available in the relevant market to any Lender, or that reasonable means do not exist for ascertaining the Interbank Offered LIBOR Rate for any such Loan, or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period; or (Bb) the Administrative Agent is advised by the Required Lenders that the Interbank Offered Rate or the Eurodollar Rate, as applicable, for rates at which such Interest Period deposits are being offered will not adequately and fairly reflect the cost to such Lenders any Lender of making or maintaining their Loans for its LIBOR Loan during such Interest Period; then , the Administrative Agent shall promptly give written or telecopy notice thereof of such determination to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter andLenders. In the event of any such determination, until the Administrative Agent notifies shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any Notice request by the Borrower for a LIBOR Loan of Continuation/Conversion that requests the affected amount, Interest Period or currency, or a conversion of any Revolving Loan to, to or continuation of any Revolving a LIBOR Loan asof the affected amount, a Eurodollar Loan Interest Period or currency shall be ineffective and deemed rescinded. If the Administrative Agent at any time determines that: (i) the euro has ceased to be utilized as the basic accounting unit of the European Community; (ii) for reasons affecting the market in euros generally, euros are not freely traded between banks internationally; or (iii) it is illegal, impossible or impracticable for payments to be made hereunder in euro, then the Administrative Agent may, in its discretion declare (such Loan shall remain declaration to be binding on all the parties hereto) that any payment made or convert to a Base Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Loanbe made thereafter which, such Loan but for this provision, would have been payable in the euro shall be made in a component currency of the euro or Dollars (as a Base Rate Loan. (ii) If at any time selected by the Administrative Agent determines (which the “Selected Currency”‘) and the amount to be so paid shall be calculated on the basis of the equivalent of the euro in the Selected Currency). Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error) that (x) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (y) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Interbank Offered Rate and/or Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for 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. Notwithstanding anything to the contrary in Section 12.6, 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 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 (ii) (but, in the case of the circumstances described in clause (y) of the first sentence of this clause (ii), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and (y) if any Notice of Borrowing requests a Eurodollar Loan, such Loan 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 Credit Agreement.

Unavailability. (ia) If, If prior to the commencement first day of any Interest Period for a Eurodollar Loan: (A) Period, the Administrative Agent determines shall have determined (which determination shall be conclusive absent manifest errorand binding upon the Borrowers) that that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Interbank Offered Eurodollar Rate or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period; or (B) , the Administrative Agent is advised by the Required Lenders that the Interbank Offered Rate or the Eurodollar Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans for such Interest Period; then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower Borrowers and the Lenders by telephone or telecopy as promptly soon as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to thereafter. If such notice no longer existis given (i) in respect of any Eurodollar Loans which are Revolving Loans, (A) such Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (B) any such Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate Loans and (C) any such Loans which are Revolving Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans and (ii) in respect of any Eurodollar Loans which are Foreign Currency Loans, (A) any Notice such Loans requested to be made on the first day of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan such interest Period shall be ineffective and such Loan shall remain or convert to a Base Rate Loan deemed rescinded and (B) if any Notice such Loans shall be repaid in full by ▇▇▇▇ Europe on the first day of Borrowing requests a such Interest Period. Until such notice has been withdrawn by the Agent, no further Eurodollar Loan, such Loan Loans shall be made or continued as a such, nor shall ▇▇▇▇ have the right to convert Base Rate LoanLoans to Eurodollar Loans. (iib) If at prior to the first day of any time Interest Period, the Administrative Agent determines shall have determined (which determination shall be conclusive absent manifest errorand binding upon the Borrowers) that deposits in Pounds Sterling are not available in the relevant market to any Lender, the Agent shall give telecopy or telephonic notice thereof to ▇▇▇▇ Europe and the Lenders as soon as practicable thereafter. If such notice is given, (xi) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely any Foreign Currency Loans requested to be temporary or (y) made on the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Interbank Offered Rate and/or Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for 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. Notwithstanding anything to the contrary in Section 12.6, 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 shall not have received, within five Business Days of the date notice first day 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 Interest Period shall be determined in accordance with this clause deemed rescinded and (ii) (but, any outstanding Foreign Currency Loans shall be repaid in the case of the circumstances described in clause (y) of full by ▇▇▇▇ Europe on the first sentence day of this clause (ii), only to the extent the Screen Rate for such Interest Period is not available or published at Period. Until such time on a current basis)notice has been withdrawn by the Agent, (x) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and (y) if any Notice of Borrowing requests a Eurodollar Loan, such Loan no further Foreign Currency Loans shall be made as a Base Rate Borrowing; provided or continued. (c) If prior to the issuance of any Foreign Letter of Credit, the Agent shall have determined (which determination shall be conclusive and binding upon ▇▇▇▇ Europe) that, if with respect to the requested Foreign Letter of Credit, Pounds Sterling in the amount of any Lender's participation interest in such alternate rate Foreign Letter of interest Credit are not, and/or during the term of such Foreign Letter of Credit will not be, available to any such Lender, then (i) the Agent shall be less than zeronotify ▇▇▇▇ Europe and the Lenders of such circumstances and (ii) the Issuing Lender shall have no obligation to issue, and the Lenders shall have no obligation to participate in, such rate shall be deemed to be zero for the purposes Foreign Letter of this Credit AgreementCredit.

Unavailability. If, on or prior to the first day of any Interest Period, (i) If, prior to the commencement of any Interest Period for a Eurodollar Loan: (A) the Administrative Agent determines shall have determined in good faith (which determination shall be conclusive absent manifest errorand binding upon the Borrower) that (A) Dollar deposits are not generally available in the London interbank Eurodollar market in the applicable principal amounts and Interest Period of a requested Eurodollar Loan or (B) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Interbank Offered Eurodollar Rate or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period; or , or (Bii) the Administrative Agent is advised by shall have received notice from the Required Lenders that the Interbank Offered Eurodollar Rate determined or the Eurodollar Rate, as applicable, to be determined for such Interest Period will not adequately and fairly reflect the cost to such the Lenders of making or maintaining their Eurodollar Loans for such Interest Period; then Period (as conclusively certified by such Lenders), the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly soon as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to thereafter. Upon delivery of such notice no longer existnotice, (A) any Notice Eurodollar Loans requested to be made on the first day of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and such Loan shall remain or convert to a Base Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Loan, such Loan Interest Period shall be made as a Base Rate Loan. Loans, (iiB) If at any time the Administrative Agent determines (which determination Loans that were to have been converted to or continued as Eurodollar Loans shall be conclusive absent manifest errorprepaid by the Borrower or converted to or continued as Base Rate Loans and (C) that (x) any outstanding Eurodollar Loans shall be converted on the circumstances set forth in clause (a)(i) have arisen and date of such circumstances are unlikely notice to be temporary or (y) Base Rate Loans. Until the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall withdrawn such notice, 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 Interbank Offered Rate and/or further Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for 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. Notwithstanding anything to the contrary in Section 12.6, 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 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 (ii) (but, in the case of the circumstances described in clause (y) of the first sentence of this clause (ii), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and (y) if any Notice of Borrowing requests a Eurodollar Loan, such Loan Loans shall be made or continued as a such, nor shall the Borrower have the right to convert Base Rate Borrowing; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed Loans to be zero for the purposes of this Credit AgreementEurodollar Loans.

Unavailability. (ia) If, If prior to the commencement first day of any Interest Period for a Eurodollar Loan: (A) Period, the Administrative Agent determines shall have determined (which determination shall be conclusive absent manifest errorand binding upon the Borrowers) that that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Interbank Offered Eurodollar Rate or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period; or (B) , the Administrative Agent is advised by the Required Lenders that the Interbank Offered Rate or the Eurodollar Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans for such Interest Period; then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower Borrowers and the Lenders by telephone or telecopy as promptly soon as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to thereafter. If such notice no longer existis given (i) in respect of any Eurodollar Loans which are Revolving Loans, (A) such Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (B) any such Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate Loans and (C) any such Loans which are Revolving Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans and (ii) in respect of any Eurodollar Loans which are Foreign Currency Loans, (A) any Notice such Loans requested to be made on the first day of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan such Interest Period shall be ineffective and such Loan shall remain or convert to a Base Rate Loan deemed rescinded and (B) if any Notice such Loans shall be repaid in full by ▇▇▇▇ Europe or ▇▇▇▇ BV, as applicable, on the first day of Borrowing requests a such Interest Period. Until such notice has been withdrawn by the Agent, no further Eurodollar Loan, such Loan Loans shall be made or continued as a such, nor shall ▇▇▇▇ have the right to convert Base Rate LoanLoans to Eurodollar Loans. (iib) If at prior to the first day of any time Interest Period, the Administrative Agent determines shall have determined (which determination shall be conclusive absent manifest errorand binding upon the Borrowers) that deposits in any Available Foreign Currency are not available in the relevant market to any Lender, the Agent shall give telecopy or telephonic notice thereof to ▇▇▇▇ Europe, ▇▇▇▇ BV and the Lenders as soon as practicable thereafter. If such notice is given, (xi) the circumstances set forth any Foreign Currency Loans denominated in clause (a)(i) have arisen and such circumstances are unlikely Available Foreign Currency requested to be temporary or (y) made on the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Interbank Offered Rate and/or Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for 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. Notwithstanding anything to the contrary in Section 12.6, 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 shall not have received, within five Business Days of the date notice first day 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 Interest Period shall be determined in accordance with this clause deemed rescinded and (ii) (butany outstanding Foreign Currency Loans denominated in such Available Foreign Currency shall be repaid in full by ▇▇▇▇ Europe or ▇▇▇▇ BV, in the case of the circumstances described in clause (y) of as applicable, on the first sentence day of this clause (ii), only to the extent the Screen Rate for such Interest Period is not available or published at Period. Until such time on a current basis)notice has been withdrawn by the Agent, (x) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and (y) if any Notice of Borrowing requests a Eurodollar Loan, no further Foreign Currency Loans denominated in such Loan Available Foreign Currency shall be made as a Base Rate Borrowing; provided or continued, and no Foreign Letters of Credit denominated in such Available Foreign Currency shall be issued or extended. (c) If prior to the issuance of any Foreign Letter of Credit, the Agent shall have determined (which determination shall be conclusive and binding upon ▇▇▇▇ Europe and ▇▇▇▇ BV) that, if with respect to the requested Foreign Letter of Credit, the applicable Available Foreign Currency in the amount of any Lender's participation interest in such alternate rate Foreign Letter of interest Credit is not, and/or during the term of such Foreign Letter of Credit will not be, available to any such Lender, then (i) the Agent shall be less than zeronotify ▇▇▇▇ Europe, ▇▇▇▇ BV and the Lenders of such circumstances and (ii) the Issuing Lender shall have no obligation to issue, and the Lenders shall have no obligation to participate in, such rate shall be deemed to be zero for the purposes Foreign Letter of this Credit AgreementCredit.

Unavailability. (i) If, If prior to the commencement of any Interest Period for a Eurodollar LoanFixed Rate Borrowing: (Ai) deposits of the applicable Major Currency in the principal amounts of the Fixed Rate Loan comprising such Borrowing are not generally available in the market utilized to determine the applicable Fixed Rate or (ii) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Interbank Offered Rate Adjusted Fixed Rate, the LIBOR rate or the Eurodollar other Fixed Rate, as applicable (including, without limitation, because the LIBO Screen Rate is not available or published on a current basis), ) for any Major Currency for such Interest Period; or (Biii) the Administrative Agent is advised by the Required Lenders (or, with respect to Fixed Rate Swingline Loans, the Swingline Lender) that the Interbank Offered Fixed Rate or the Eurodollar Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy 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, (Ai) any Notice of Continuation/Conversion Interest Election Request that requests the conversion of any Revolving Loan Borrowing to, or continuation of any Revolving Loan Borrowing as, a Eurodollar Loan Fixed Rate Borrowing shall be ineffective and such Loan shall remain or convert to a Base Rate Loan and ineffective, (Bii) if any Notice of such Borrowing requests a Eurodollar Loanis requested in Dollars, such Loan Borrowing shall be made as a Base Rate Loan. an ABR Dollar Borrowing and (iiiii) If at if such Borrowing is requested in any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (x) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (y) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loansnon-Dollar currency, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Interbank Offered Rate and/or Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for 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. Notwithstanding anything to the contrary in Section 12.6, 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 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 (ii) (but, in the case of the circumstances described in clause (y) of the first sentence of this clause (ii), only to the extent the Screen Fixed Rate for such Interest Period is not available or published at such time on a current basis), (x) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan Fixed Rate Borrowing shall be ineffective and (y) if any Notice of Borrowing requests a Eurodollar Loan, such Loan 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 at the purposes of this Credit AgreementCF Rate.

Unavailability. (i) If, prior to the commencement of any Interest Period for a Eurodollar Term SOFR Loan: (A) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Interbank Offered Term SOFR Rate or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period; or (B) the Administrative Agent is advised by the Required Lenders that the Interbank Offered Term SOFR Rate or the Eurodollar Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy 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, (A) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Term SOFR Loan shall be ineffective and such Loan shall remain or convert to a Base Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Term SOFR Loan, such Loan shall be made as a Base Rate Loan. (ii) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (x) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (y) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Interbank Offered Rate and/or Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for 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. Notwithstanding anything to the contrary herein or in Section 12.6any other Credit Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment shall to, or further action or consent of any other party to, this Credit Agreement or any other Credit Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Credit 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. (iii) Notwithstanding anything to the contrary herein or in any other Credit Document, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Credit Agreement so long as or any other Credit Document. (iv) The Administrative Agent will promptly notify the Borrower and the Lenders of (1) any occurrence of a Benchmark Transition Event (2) the implementation of any Benchmark Replacement, (3) the effectiveness of any Benchmark Replacement Conforming Changes, (4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (vi) below and (5) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent shall not have receivedor, within five Business Days if applicable, any Lender (or group of Lenders) pursuant to this Section 4.1, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date notice of such alternate rate of interest is provided and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 4.1. (v) Notwithstanding anything to the Lenderscontrary herein or in any other Credit Document, at any time (including in connection with the implementation of 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 (ii) (but, in the case of the circumstances described in clause (y) of the first sentence of this clause (iiBenchmark Replacement), only to (A) if the extent then-current Benchmark is a term rate (including the Screen Rate for such Interest Period is not available or published at such time on a current basis), Term SOFR Rate) and either (x) any Notice tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (y) the regulatory supervisor for the administrator of Continuation/Conversion such Benchmark has provided a public statement or publication of information announcing that requests any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A) above either (x) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (y) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (vi) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a borrowing of, conversion of any Revolving Loan to, to or continuation of Loans to be made, converted or continued during any Revolving Loan asBenchmark Unavailability Period and, a Eurodollar Loan shall be ineffective and (y) if any Notice of Borrowing requests a Eurodollar Loan, such Loan shall be made as a Base Rate Borrowing; provided failing that, if such alternate rate of interest shall be less than zero, such rate shall the Borrower will be deemed to be zero have converted 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 purposes then-current Benchmark is not an Available Tenor, the component of this Credit AgreementBase Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.

Unavailability. (i) If, If prior to the commencement of any Interest Period for a Eurodollar LoanFixed Rate Borrowing: (Ai) deposits of the applicable Major Currency in the principal amounts of the Fixed Rate Loan comprising such Borrowing are not generally available in the market utilized to determine the applicable Fixed Rate or (ii) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Interbank Offered Fixed Rate or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period; or (Biii) the Administrative Agent is advised by the Required Lenders (or, with respect to Fixed Rate Swingline Loans, the Swingline Lender) that the Interbank Offered Fixed Rate or the Eurodollar Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy 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, (Ai) any Notice of Continuation/Conversion Interest Election Request that requests the conversion of any Revolving Loan Borrowing to, or continuation of any Revolving Loan Borrowing as, a Eurodollar Loan shall be ineffective and such Loan shall remain or convert to a Base Fixed Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Loan, such Loan shall be made as a Base Rate Loan. (ii) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (x) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (y) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Interbank Offered Rate and/or Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for 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. Notwithstanding anything to the contrary in Section 12.6, 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 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 (ii) (but, in the case of the circumstances described in clause (y) of the first sentence of this clause (ii), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and (yii) if any Notice of Borrowing Request requests a Eurodollar LoanFixed Rate Borrowing, such Loan Borrowing shall be made as a Base Rate Borrowing; provided thatan ABR dollar Borrowing or, if such alternate rate of interest shall be less than zerorequested under the Swingline, such rate shall be deemed to be zero for the purposes of this Credit Agreementas a Federal Funds Effective Rate dollar Borrowing.

Unavailability. (i) If, prior to the commencement of any Interest Period for a Eurodollar Term SOFR Loan: (A) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Interbank Offered Term SOFR Rate or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period; or (B) the Administrative Agent is advised by the Required Lenders that the Interbank Offered Term SOFR Rate or the Eurodollar Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy telecopyemail 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, (A) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Term SOFR Loan shall be ineffective and such Loan shall remain or convert to a Base Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Term SOFR Loan, such Loan shall be made as a Base Rate Loan. (ii) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (x) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (y) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Interbank Offered Rate and/or Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for 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. Notwithstanding anything to the contrary herein or in Section 12.6any other Credit Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment shall to, or further action or consent of any other party to, this Credit Agreement or any other Credit Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Credit 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. (iii) Notwithstanding anything to the contrary herein or in any other Credit Document, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Credit Agreement so long as or any other Credit Document. (iv) The Administrative Agent will promptly notify the Borrower and the Lenders of (1) any occurrence of a Benchmark Transition Event (2) the implementation of any Benchmark Replacement, (3) the effectiveness of any Benchmark Replacement Conforming Changes, (4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (vi) below and (5) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent shall not have receivedor, within five Business Days if applicable, any Lender (or group of Lenders) pursuant to this Section 4.1, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date notice of such alternate rate of interest is provided and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 4.1. (v) Notwithstanding anything to the Lenderscontrary herein or in any other Credit Document, at any time (including in connection with the implementation of 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 (ii) (but, in the case of the circumstances described in clause (y) of the first sentence of this clause (iiBenchmark Replacement), only to (A) if the extent then-current Benchmark is a term rate (including the Screen Rate for such Interest Period is not available or published at such time on a current basis), Term SOFR Rate) and either (x) any Notice tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (y) the regulatory supervisor for the administrator of Continuation/Conversion such Benchmark has provided a public statement or publication of information announcing that requests any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A) above either (x) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (y) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (vi) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a borrowing of, conversion of any Revolving Loan to, to or continuation of Loans to be made, converted or continued during any Revolving Loan asBenchmark Unavailability Period and, a Eurodollar Loan shall be ineffective and (y) if any Notice of Borrowing requests a Eurodollar Loan, such Loan shall be made as a Base Rate Borrowing; provided failing that, if such alternate rate of interest shall be less than zero, such rate shall the Borrower will be deemed to be zero have converted 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 purposes then-current Benchmark is not an Available Tenor, the component of this Credit AgreementBase Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.

Unavailability. (iIf Borrower shall have requested the rate based on the Adjusted LIBOR Rate in accordance with this subsection 2.1.1(a)(ii) Ifand Agent shall have determined, prior in good faith, that Eurodollar deposits equal to the commencement amount of any the principal of the requested Revolving Credit LIBOR Rate Loan and for the LIBOR Interest Period for a Eurodollar Loan: (A) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Interbank Offered Rate specified are unavailable, or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period; or (B) the Administrative Agent is advised by the Required Lenders that the Interbank Offered rate based on the Adjusted LIBOR Rate or the Eurodollar Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost of the Adjusted LIBOR Rate applicable to such Lenders the specified LIBOR Interest Period, of making or maintaining their Loans the principal amount of the requested Revolving Credit LIBOR Rate Loan during the LIBOR Interest Period specified, or that by reason of circumstances affecting Eurodollar markets, adequate means do not exist for such ascertaining the rate based on the Adjusted LIBOR Rate applicable to the specified LIBOR Interest Period; then the Administrative , Agent shall promptly give notice thereof of such determination to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to rate based on the Adjusted LIBOR Rate is not available. A determination, in good faith, by Agent hereunder shall be prima facie evidence of the correctness of the fact and amount of such notice no longer existadditional costs or unavailability. Upon such a determination, (Ai) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan obligation to convert to, or continuation of any maintain a Revolving Credit LIBOR Rate Loan as, a Eurodollar Loan at the rate based on the Adjusted LIBOR Rate shall be ineffective suspended until Agent shall have notified Borrower that such conditions shall have ceased to exist, and such Loan shall remain or convert to a Base Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Loan, such Loan shall be made as a Base Rate Loan. (ii) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (x) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (y) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator portion of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest Revolving Credit Loans subject to the Interbank Offered Rate and/or Eurodollar Rate that gives due consideration to request or requested conversion shall accrue interest at the then prevailing market convention for determining a rate of interest for loans in the United States at such time, and shall enter into an amendment to this Revolving Credit Agreement to reflect such alternate rate of interest and such other related changes to this Credit Agreement as may be applicable. Notwithstanding anything to the contrary in Section 12.6, 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 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 (ii) (but, in the case of the circumstances described in clause (y) of the first sentence of this clause (ii), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and (y) if any Notice of Borrowing requests a Eurodollar Loan, such Loan 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 Credit AgreementRate.

Unavailability. (i) If, prior to the commencement of any Interest Period for a Eurodollar Loan: (A) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Interbank Offered Rate or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period; or (B) the Administrative Agent is advised by the Required Lenders that the Interbank Offered Rate or the Eurodollar Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy 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, (A) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and such Loan shall remain or convert to a Base Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Loan, such Loan shall be made as a Base Rate Loan. (ii) Notwithstanding anything to the contrary herein or in any other Credit Document: (A) On March 5, 2021 the FCA, the regulatory supervisor of Eurodollar Rate’s administrator, the IBA, announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-month, 3-month, 6-month and 12- month Eurodollar Rate tenor settings. On the earlier of (1) the date that all Available Tenors of Eurodollar Rate have either 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 and (2) the Early Opt-in Effective Date, if the then-current Benchmark is Eurodollar Rate, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit 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 Credit Agreement or any other Credit Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis. (B) Upon the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Credit 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 time amendment to, or further action or consent of any other party to, this Credit Agreement or any other Credit Document so long as the Administrative Agent determines (which determination shall be conclusive absent manifest error) has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. At any time that (x) the circumstances set forth in clause (a)(i) have arisen and administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such circumstances are unlikely to be temporary Benchmark or (y) such Benchmark has been announced by the circumstances set forth in clause (a)(i) have not arisen but the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the Screen Rate underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrower may revoke any request for a borrowing of, conversion to or a Governmental Authority having jurisdiction over continuation of Loans to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has made replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a public statement identifying request for a specific date after which borrowing of or conversion to ABR Loans. During the Screen Rate shall no longer period referenced in the foregoing sentence, the component of ABR based upon the Benchmark will not be used for determining interest rates for loansin any determination of ABR. (C) In connection with the implementation and administration of a Benchmark Replacement, then the Administrative Agent and will have the Borrower shall endeavor right to establish an alternate rate of interest make Benchmark Replacement Conforming Changes from time to the Interbank Offered Rate and/or Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for loans in the United States at such timetime and, 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. Notwithstanding notwithstanding anything to the contrary herein or in Section 12.6any other Credit Document, any amendments implementing such amendment shall Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Credit Agreement so long as Agreement. (D) The Administrative Agent will promptly notify the Borrower and the Lenders of (1) the implementation of any Benchmark Replacement and (2) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent shall not have receivedor, within five Business Days if applicable, any Lender (or group of Lenders) pursuant to this Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date notice of such alternate rate of interest is provided and any decision to the Lenderstake or refrain from taking any action, a written notice will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent 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 (ii) (butany other party hereto, except, in each case, as expressly required pursuant to this Section. (E) At any time (including in connection with the case implementation of the circumstances described in clause (y) of the first sentence of this clause (ii), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basisBenchmark Replacement), (x1) if the then-current Benchmark is a term rate (including Term SOFR or Eurodollar Rate), then the Administrative Agent may remove any Notice tenor of Continuation/Conversion such Benchmark that requests the conversion of any Revolving Loan to, is unavailable or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective non-representative for Benchmark (including Benchmark Replacement) settings and (y2) if the Administrative Agent may reinstate any Notice of Borrowing requests a Eurodollar Loan, such Loan 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 previously removed tenor for the purposes of this Credit AgreementBenchmark (including Benchmark Replacement) settings.

Unavailability. In the event, and on each occasion, that on the day two (i2) If, Business Days prior to the commencement expiration of any Interest Period for a Eurodollar Loan: (A) Period, the Administrative Agent determines shall have determined in good faith (which determination shall be conclusive absent manifest errorand binding upon the Borrower) that adequate and U.S. Dollar deposits, in an amount approximately equal to the portion of the Principal Balance which is to bear interest at a particular Adjusted LIBO Rate during a particular Interest Period in accordance with the provisions of this Agreement, are not generally available at such time in the London interbank market, or reasonable means do not exist for ascertaining the Interbank Offered Adjusted LIBO Rate or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such particular Interest Period; or (B) , the Administrative Agent is advised by shall so notify the Required Lenders Borrower, and the interest rate applicable to the portion of the Principal Balance with respect to which such Adjusted LIBO Rate was to pertain shall automatically convert to the Alternate Rate as of the impending expiration date of an Interest Period, it being agreed that the Interbank Offered Alternate Rate or the Eurodollar Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost shall remain in effect thereafter with respect to such Lenders portion of making or maintaining their Loans for such Interest Period; then the Administrative Principal Balance unless and until the Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy 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, (A) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and such Loan shall remain or convert to a Base Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Loan, such Loan shall be made as a Base Rate Loan. (ii) If at any time the Administrative Agent determines have determined in good faith (which determination shall be conclusive absent manifest errorand binding upon the Borrower) that (x) the aforesaid circumstances no longer exist, whereupon the interest rate applicable to such portion of the Principal Balance shall be converted back to an Adjusted LIBO Rate determined in the manner hereinabove set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (y) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Interbank Offered Rate and/or Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for 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 effective as may be applicable. Notwithstanding anything to the contrary in Section 12.6, 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 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 (ii) (but, in the case of the circumstances described in clause (y) of the first sentence day of this clause the month which commences three (ii), only to 3) Business Days or more after such good faith determination by the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and (y) if any Notice of Borrowing requests a Eurodollar Loan, such Loan 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 Credit AgreementAgent.

Unavailability. (i) If, prior to the commencement first day of any Interest Period (as defined in the Supplements evidencing the Loans) for any Loan bearing interest at a Eurodollar Loan: fixed rate option calculated on the basis of LIBOR (Aas defined in the Supplements evidencing the Loans), CoBank shall have determined, in its sole discretion, that (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Interbank Offered Rate or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), LIBOR for such Interest Period; or , or (Bii) the Administrative Agent is advised CoBank’s cost to fund balances bearing interest at such fixed rate option (as determined by the Required Lenders that the Interbank Offered Rate CoBank in its reasonable discretion) increases beyond any corresponding increase in LIBOR or the Eurodollar Ratedecreases less than any corresponding decrease in LIBOR, CoBank shall, as applicablesoon as practicable thereafter, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans for such Interest Period; then the Administrative Agent shall give notice thereof of such determination to the Borrower and Borrower. In the Lenders by telephone event of any such determination under the foregoing clauses (i) or telecopy as promptly as practicable thereafter and(ii), until the Administrative Agent notifies CoBank shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (Aa) any Notice of Continuation/Conversion that requests request by the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and such Loan shall remain or convert to a Base Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Loan, such Loan shall be made as a Base Rate Loan. (ii) If Borrower for Loans bearing interest at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (x) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (y) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate fixed rate of interest to the Interbank Offered Rate and/or Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for 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. Notwithstanding anything to the contrary in Section 12.6, 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 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 (ii) (but, in the case of the circumstances described in clause (y) of the first sentence of this clause (ii), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and (y) if any Notice of Borrowing requests a Eurodollar Loan, such Loan shall be made as a Base Rate Borrowing; provided that, if such alternate rate of interest shall be less than zero, such rate option shall be deemed to be zero a request for a Loan bearing interest at a variable rate option, (b) any request by the purposes Borrower for a Loan to be converted into or continued as a Loan bearing interest at such fixed rate option shall be deemed to be a request for such Loan to be converted into or continued as a Loan bearing interest at a variable rate option, and (c) any Loans that were to be converted into or continued as Loans bearing interest at such fixed rate option on the first day of this Credit an Interest Period shall be converted into or continued as Loans bearing interest at a variable rate option. Until such notice has been withdrawn by CoBank, no further Loans bearing interest at any such fixed rate option shall be made or continued as such, nor shall the Borrower have the right to convert any Loan bearing interest at a variable rate option or at a fixed rate option not calculate on the basis of LIBOR to a Loan bearing interest at such a fixed rate option. Master Loan Agreement./New Ulm Telecom, Inc. Loan No. RX0583

Unavailability. (i) If, If prior to the commencement of any Interest Period for a Eurodollar LoanFixed Rate Borrowing: (Ai) deposits of the applicable Available Currency in the principal amounts of the Fixed Rate Loan comprising such Borrowing are not generally available in the market utilized to determine the applicable Fixed Rate or (ii) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Interbank Offered Fixed Rate or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period; or (Biii) the Administrative Agent is advised by the Required Lenders (or, with respect to Fixed Rate Swingline Loans, the Swingline Lender) that the Interbank Offered Fixed Rate or the Eurodollar Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy 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, (Ai) any Notice of Continuation/Conversion Interest Election Request that requests the conversion of any Revolving Loan Borrowing to, or continuation of any Revolving Loan Borrowing as, a Eurodollar Loan shall be ineffective and such Loan shall remain or convert to a Base Fixed Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Loan, such Loan shall be made as a Base Rate Loan. (ii) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (x) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (y) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Interbank Offered Rate and/or Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for 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. Notwithstanding anything to the contrary in Section 12.6, 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 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 (ii) (but, in the case of the circumstances described in clause (y) of the first sentence of this clause (ii), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and (yii) if any Notice of Borrowing Request requests a Eurodollar LoanFixed Rate Borrowing, such Loan Borrowing shall be made as a Base Rate Borrowing; provided thatan ABR dollar Borrowing or, if such alternate rate of interest shall be less than zerorequested under the Swingline, such rate shall be deemed to be zero for the purposes of this Credit Agreementas a Federal Funds Effective Rate dollar Borrowing.

Unavailability. (i) IfSubject to Section 2.13, if prior to the commencement of any Interest Period for a Eurodollar Loanany Borrowing of SOFR Loans: (Aa) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do “Term SOFR” cannot exist for ascertaining be determined pursuant to the Interbank Offered Rate or the Eurodollar Ratedefinition thereof, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period; or (Bb) the Administrative Agent is advised by the Required Lenders reasonably determine that the Interbank Offered Rate in connection with any request for a SOFR Loan or the Eurodollar Rate, as applicable, a conversion thereto or a continuation thereof that Term SOFR for such any requested Interest Period will with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans for funding such Interest Period; then Loan, and the Administrative Agent shall give Required Lenders have provided notice thereof of such determination to the Borrower and the Lenders by telephone or telecopy 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, (A) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and such Loan shall remain or convert to a Base Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Loan, such Loan shall be made as a Base Rate Loan. (ii) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (x) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (y) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loansAgent, then the Administrative Agent will promptly so notify the Company and each Lender. Upon notice thereof by the Borrower shall endeavor to establish an alternate rate of interest Agent to the Interbank Offered Rate and/or Eurodollar Rate that gives due consideration Company, any obligation of the Lenders to make or continue SOFR Loans shall be suspended (to the then prevailing market convention for determining a rate of interest for 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. Notwithstanding anything to the contrary in Section 12.6, 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 shall not have received, within five Business Days extent 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 (ii) (butaffected SOFR Loans and, in the case of a SOFR Loan, the circumstances described in clause affected Interest Periods) until the Agent revokes such notice. Upon receipt of such notice, (yi) the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of the first sentence of this clause SOFR Loans (ii), only to the extent of the Screen Rate for such Interest Period is not available or published at such time on affected SOFR Loans and, in the case of a current basis), (x) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and (y) if any Notice of Borrowing requests a Eurodollar SOFR Loan, such Loan shall be made as a Base Rate Borrowing; provided the affected Interest Periods) or, failing that, if such alternate rate of interest shall be less than zero, such rate shall the Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be zero for deemed to have been converted into Base Rate Loans at the purposes end of this Credit Agreementthe applicable Interest Period to the extent that the Agent has not revoked such notice at such time. Upon any such conversion, the Borrowers shall pay any additional amounts required pursuant to Section 2.5.

Unavailability. (iIf Borrower shall have requested the rate based on the Adjusted LIBOR Rate in accordance with this Section 2.1.1(a)(I) Ifand Lender shall have determined, prior in good faith, that Eurodollar deposits equal to the commencement amount of any the principal of the requested LIBOR Rate Loan and for the LIBOR Interest Period for a Eurodollar Loan: (A) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Interbank Offered Rate specified are unavailable, or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period; or (B) the Administrative Agent is advised by the Required Lenders that the Interbank Offered rate based on the Adjusted LIBOR Rate or the Eurodollar Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost of the Adjusted LIBOR Rate applicable to such Lenders the specified LIBOR Interest Period, of making or maintaining their Loans the principal amount of the requested LIBOR Rate Loan during the LIBOR Interest Period specified, or that by reason of circumstances affecting Eurodollar markets, adequate means do not exist for such ascertaining the rate based on the Adjusted LIBOR Rate applicable to the specified LIBOR Interest Period; then the Administrative Agent , Lender shall promptly give notice thereof of such determination to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to rate based on the Adjusted LIBOR Rate is not available. A determination, in good faith, by Lender hereunder shall be prima facie evidence of the correctness of the fact and amount of such notice no longer existadditional costs or unavailability. Upon such a determination, (Ai) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan obligation to convert to, or continuation of any Revolving maintain a LIBOR Rate Loan as, a Eurodollar Loan at the rate based on the Adjusted LIBOR Rate shall be ineffective suspended until Lender shall have notified Borrower that such conditions shall have ceased to exist, and such Loan shall remain or convert to a Base Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Loan, such Loan shall be made as a Base Rate Loan. (ii) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (x) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (y) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator portion of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest Loans subject to the Interbank Offered Rate and/or Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of request or requested conversion shall accrue interest for 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. Notwithstanding anything to the contrary in Section 12.6, 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 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 (ii) (but, in the case of the circumstances described in clause (y) of the first sentence of this clause (ii), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and (y) if any Notice of Borrowing requests a Eurodollar Loan, such Loan 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 Credit Agreement.the

Unavailability. (i) If, If prior to the commencement of any Interest Period for a Eurodollar LoanFixed Rate Borrowing: (Ai) deposits of the applicable Major Currency in the principal amounts of the Fixed Rate Loan comprising such Borrowing are not generally available in the market utilized to determine the applicable Fixed Rate or (ii) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Interbank Offered Rate Adjusted Fixed Rate, the LIBOR rate or the Eurodollar other Fixed Rate, as applicable (including, without limitation, because the LIBO Screen Rate is not available or published on a current basis), ) for any Major Currency for such Interest Period; or (Biii) the Administrative Agent is advised by a Majority in Interest of Lenders of such Class (or, with respect to Fixed Rate Swingline Loans, the Required Lenders Swingline Lender) that the Interbank Offered Fixed Rate or the Eurodollar Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders of such Class by telephone or telecopy facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders of such Class that the circumstances giving rise to such notice no longer exist, (Ai) any Notice of Continuation/Conversion Interest Election Request that requests the conversion of any Revolving Loan Borrowing of such Class to, or continuation of any Revolving Loan Borrowing of such Class as, a Eurodollar Loan Fixed Rate Borrowing shall be ineffective and such Loan shall remain or convert to a Base Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Loanineffective, such Loan shall be made as a Base Rate Loan. (ii) If at any time the Administrative Agent determines (which determination if such Borrowing is requested in Dollars, such Borrowing shall be conclusive absent manifest errorcontinued as or treated as a request for an ABR Dollar Borrowing and (iii) that (x) the circumstances set forth if such Borrowing is requested in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (y) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loansany non-Dollar currency, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Interbank Offered Rate and/or Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for 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. Notwithstanding anything to the contrary in Section 12.6, 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 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 (ii) (but, in the case of the circumstances described in clause (y) of the first sentence of this clause (ii), only to the extent the Screen Fixed Rate for such Interest Period is not available or published at such time on a current basis), (x) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan Fixed Rate Borrowing shall be ineffective and (y) if any Notice of Borrowing requests a Eurodollar Loan, such Loan 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 at the purposes of this Credit AgreementCF Rate.

Unavailability. (i) If, If prior to the commencement of any Interest Period for a Eurodollar LoanFixed Rate Borrowing: (Ai) deposits of the applicable Available Currency in the principal amounts of the Fixed Rate Swingline Loan comprising such Borrowing are not generally available in the market utilized to determine the applicable Fixed Rate or (ii) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Interbank Offered Fixed Rate or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period; or (Biii) the Administrative Agent is advised by the Required Lenders (or, with respect to Fixed Rate Swingline Loans, the Swingline Lender) that the Interbank Offered Fixed Rate or the Eurodollar Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy 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, (Ai) any Notice of Continuation/Conversion Interest Election Request that requests the conversion of any Revolving Loan Borrowing to, or continuation of any Revolving Loan Borrowing as, a Eurodollar Loan shall be ineffective and such Loan shall remain or convert to a Base Fixed Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Loan, such Loan shall be made as a Base Rate Loan. (ii) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (x) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (y) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Interbank Offered Rate and/or Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for 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. Notwithstanding anything to the contrary in Section 12.6, 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 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 (ii) (but, in the case of the circumstances described in clause (y) of the first sentence of this clause (ii), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and (yii) if any Notice of Borrowing Request requests a Eurodollar LoanFixed Rate Borrowing, such Loan Borrowing shall be made as a Base Rate Borrowing; provided thatan ABR dollar Borrowing or, if such alternate rate of interest shall be less than zerorequested under the Swingline, such rate shall be deemed to be zero for the purposes of this Credit Agreementas a Federal Funds Effective Rate dollar Borrowing.

Unavailability. (i) If, prior to the commencement of any Interest Period for a Eurodollar Loan: (A) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Interbank Offered Rate or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period; or (B) the Administrative Agent is advised by the Required Lenders that the Interbank Offered Rate or the Eurodollar Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Borrowers and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and such Loan shall remain or convert to a Base Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Loan, such Loan shall be made as a Base Rate Loan. (ii) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (x) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (y) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Interbank Offered Rate and/or Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for 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. Notwithstanding anything to the contrary herein or in Section 12.6any other Credit Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Credit Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Credit 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. (iii) Notwithstanding anything to the contrary herein or in any other Credit 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 Credit Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Credit Document; provided that, this clause (iii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrowers a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after the occurrence of a Term SOFR Transition Event and may do so in its sole discretion. (iv) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Credit Agreement so long or any other Credit Document. (v) The Administrative Agent will promptly notify the Borrowers and the Lenders of (1) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, (2) the implementation of any Benchmark Replacement, (3) the effectiveness of any Benchmark Replacement Conforming Changes, (4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (vi) below and (5) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent shall not have receivedor, within five Business Days if applicable, any Lender (or group of Lenders) pursuant to this Section 4.1, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date notice of such alternate rate of interest is provided and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 4.1. (vi) Notwithstanding anything to the Lenderscontrary herein or in any other Credit Document, at any time (including in connection with the implementation of 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 (ii) (but, in the case of the circumstances described in clause (y) of the first sentence of this clause (iiBenchmark Replacement), only to (A) if the extent then-current Benchmark is a term rate (including Term SOFR or the Screen Rate for such Interest Period is not available or published at such time on a current basis), Eurodollar Rate) and either (x) any Notice tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (y) the regulatory supervisor for the administrator of Continuation/Conversion such Benchmark has provided a public statement or publication of information announcing that requests any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A) above either (x) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (y) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (vii) Upon the Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrowers may revoke any request for a Borrowing of, conversion of any Revolving Loan to, to or continuation of Loans to be made, converted or continued during any Revolving Loan asBenchmark Unavailability Period and, a Eurodollar Loan shall be ineffective and (y) if any Notice of Borrowing requests a Eurodollar Loan, such Loan shall be made as a Base Rate Borrowing; provided failing that, if such alternate rate of interest shall be less than zero, such rate shall the Borrowers will be deemed to be zero have converted 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 purposes then-current Benchmark is not an Available Tenor, the component of this Credit AgreementBase Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.

Unavailability. (iIf Borrowers shall have requested the rate based on the Adjusted LIBOR Rate in accordance with this Section 2.1.1(a)(i) Ifand Lender shall have determined, prior in good faith, that Eurodollar deposits equal to the commencement amount of any the principal of the requested LIBOR Rate Loan and for the LIBOR Interest Period for a Eurodollar Loan: (A) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Interbank Offered Rate specified are unavailable, or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period; or (B) the Administrative Agent is advised by the Required Lenders that the Interbank Offered rate based on the Adjusted LIBOR Rate or the Eurodollar Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost of the Adjusted LIBOR Rate applicable to such Lenders the specified LIBOR Interest Period, of making or maintaining their Loans the principal amount of the requested LIBOR Rate Loan during the LIBOR Interest Period specified, or that by reason of circumstances affecting Eurodollar markets, adequate means do not exist for such ascertaining the rate based on the Adjusted LIBOR Rate applicable to the specified LIBOR Interest Period; then the Administrative Agent , Lender shall promptly give notice thereof of such determination to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders Borrowers that the circumstances giving rise to rate based on the Adjusted LIBOR Rate is not available. A determination, in good faith, by Lender hereunder shall be prima facie evidence of the co▇▇▇▇▇▇ess of the fact and amount of such notice no longer existadditional costs or unavailability. Upon such a determination, (Ai) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan obligation to convert to, or continuation of any Revolving maintain a LIBOR Rate Loan as, a Eurodollar Loan at the rate based on the Adjusted LIBOR Rate shall be ineffective suspended until Lender shall have notified Borrowers that such conditions shall have ceased to exist, and such Loan shall remain or convert to a Base Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Loan, such Loan shall be made as a Base Rate Loan. (ii) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (x) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (y) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator portion of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest Loans subject to the Interbank Offered Rate and/or Eurodollar Rate that gives due consideration to request or requested conversion shall accrue interest at the then prevailing market convention for determining a rate of interest for 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. Notwithstanding anything to the contrary in Section 12.6, 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 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 (ii) (but, in the case of the circumstances described in clause (y) of the first sentence of this clause (ii), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and (y) if any Notice of Borrowing requests a Eurodollar Loan, such Loan 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 Credit AgreementFloating Rate.

Unavailability. (i) If, prior to the commencement of any Interest Period for a Eurodollar Loan: (A) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Interbank Offered Rate or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period; or (B) the Administrative Agent is advised by the Required Lenders that the Interbank Offered Rate or the Eurodollar Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy 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, (A) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and such Loan shall remain or convert to a Base Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Loan, such Loan shall be made as a Base Rate Loan. (ii) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (x) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (y) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Interbank Offered Rate and/or Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for 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. Notwithstanding anything to the contrary herein or in Section 12.6any other Credit Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Credit Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Credit 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. (iii) Notwithstanding anything to the contrary herein or in any other Credit 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 Credit Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Credit Document; provided that, this clause (iii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after the occurrence of a Term SOFR Transition Event and may do so in its sole discretion. (iv) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Credit Agreement so long or any other Credit Document. (v) The Administrative Agent will promptly notify the Borrower and the Lenders of (1) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, (2) the implementation of any Benchmark Replacement, (3) the effectiveness of any Benchmark Replacement Conforming Changes, (4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (vi) below and (5) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent shall not have receivedor, within five Business Days if applicable, any Lender (or group of Lenders) pursuant to this Section 4.1, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date notice of such alternate rate of interest is provided and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 4.1. (vi) Notwithstanding anything to the Lenderscontrary herein or in any other Credit Document, at any time (including in connection with the implementation of 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 (ii) (but, in the case of the circumstances described in clause (y) of the first sentence of this clause (iiBenchmark Replacement), only to (A) if the extent then-current Benchmark is a term rate (including Term SOFR or the Screen Rate for such Interest Period is not available or published at such time on a current basis), Eurodollar Rate) and either (x) any Notice tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (y) the regulatory supervisor for the administrator of Continuation/Conversion such Benchmark has provided a public statement or publication of information announcing that requests any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A) above either (x) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (y) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (vii) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a borrowing of, conversion of any Revolving Loan to, to or continuation of Loans to be made, converted or continued during any Revolving Loan asBenchmark Unavailability Period and, a Eurodollar Loan shall be ineffective and (y) if any Notice of Borrowing requests a Eurodollar Loan, such Loan shall be made as a Base Rate Borrowing; provided failing that, if such alternate rate of interest shall be less than zero, such rate shall the Borrower will be deemed to be zero have converted 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 purposes then-current Benchmark is not an Available Tenor, the component of this Credit AgreementBase Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.

Unavailability. If Borrower shall have requested the rate based on the Adjusted LIBOR Rate in accordance with this Section 2.1.1 (a) (i) Ifand Lender shall have reasonably determined, prior in good faith, that Eurodollar deposits equal to the commencement amount of any the principal of the requested LIBOR Rate Loan and for the LIBOR Interest Period for a Eurodollar Loan: (A) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Interbank Offered Rate specified are unavailable, or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period; or (B) the Administrative Agent is advised by the Required Lenders that the Interbank Offered rate based on the Adjusted LIBOR Rate or the Eurodollar Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost of the Adjusted LIBOR Rate applicable to such Lenders the specified LIBOR Interest Period, of making or maintaining their Loans the principal amount of the requested LIBOR Rate Loan during the LIBOR Interest Period specified, or that by reason of circumstances affecting Eurodollar markets, adequate means do not exist for such ascertaining the rate based on the Adjusted LIBOR Rate applicable to the specified LIBOR Interest Period; then the Administrative Agent , Lender shall promptly give notice thereof of such determination to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to rate based on the Adjusted LIBOR Rate is not available. A determination, in good faith, by Lender hereunder shall, absent manifest error, be prima facie evidence of the correctness of the fact and amount of such notice no longer existadditional costs or unavailability. Upon such a determination, (Ai) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan obligation to convert to, or continuation of any Revolving maintain a LIBOR Rate Loan as, a Eurodollar Loan at the rate based on the Adjusted LIBOR Rate shall be ineffective suspended until Lender, shall have notified Borrower that such conditions shall have ceased to exist, and such Loan shall remain or convert to a Base Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Loan, such Loan shall be made as a Base Rate Loan. (ii) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (x) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (y) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator portion of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest Loans subject to the Interbank Offered Rate and/or Eurodollar Rate that gives due consideration to request or requested conversion shall accrue interest at the then prevailing market convention for determining a rate of interest for 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. Notwithstanding anything to the contrary in Section 12.6, 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 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 (ii) (but, in the case of the circumstances described in clause (y) of the first sentence of this clause (ii), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be ineffective and (y) if any Notice of Borrowing requests a Eurodollar Loan, such Loan 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 Credit AgreementFloating Rate.