In the event that # the [[Administrative Agent:Organization]] reasonably determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurodollar Rate then being determined is to be fixed or # the Requisite Lenders reasonably determine and notify the [[Administrative Agent:Organization]] that the Eurodollar Rate for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Loans for such Interest Period, the [[Administrative Agent:Organization]] shall forthwith so notify the [[Borrower:Organization]] and the Lenders, whereupon each Eurodollar Rate Loan shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan and the obligations of the Lenders to make Eurodollar Rate Loans or to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended until the [[Administrative Agent:Organization]] shall notify the [[Borrower:Organization]] that the Requisite Lenders have determined that the circumstances causing such suspension no longer exist.

Interest Rate Unascertainable, Inadequate or Unfair. (i) In the event that # the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the applicable Reference Rate (including because the Relevant Screen Rate is not available or published on a current basis) for the applicable currency and such Calculation Period; provided that no Benchmark Transition Event shall have occurred at such time or # the Administrative Agent is advised by the Required Lenders that such Reference Rate for the applicable Calculation Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Advances (or its Advance) for the applicable currency and such Calculation Period, then the Administrative Agent shall forthwith so notify the Company and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter (with a copy to the Collateral Agent), and, until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist, # any Request for Line Advance with respect to the applicable Reference Rate for the applicable Calculation Period shall be ineffective and # the obligations of the Lenders to make any Advances in connection with such Reference Rate shall be suspended. Furthermore, if any Advance in connection with the applicable Reference Rate is outstanding on the date of the Company’s receipt of the notice from the Administrative Agent referred to in this [Section 3.01(h)(i)], then on the last day of the Calculation Period (or the next succeeding Business Day if

“Base Rate” means, at any time, the highest of # the Prime Rate, # the Federal Funds Rate plus 0.50% and # LIBOR for an Interest Period of one month plus 1%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Rate or LIBOR (provided that clause (c) shall not be applicable during any period in which LIBOR is unavailable or unascertainable).

“Alternate Base Rate” means, for any day, a rate of interest per annum equal to the highest of # the Prime Rate for such day, # the sum of the Federal Funds Effective Rate for such day plus 0.50%, # Term SOFR for a one-month tenor in effect on such day plus 1% and # 0%; provided that clause (iii) shall not be applicable during any period in which the Term SOFR is unavailable or unascertainable. Each change in the Alternate Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Effective Rate or Term SOFR, as applicable.

provided that this clause (b) shall not be applicable during any period in which Term SOFR is unavailable or unascertainable, and # the rate of interest announced, from time to time, within Wells Fargo Bank, National Association at its principal office in San Francisco as its “prime rate”, subject to each increase or decrease in such “prime rate”, with the understanding that the “prime rate” is one of Wells Fargo’s base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publications as Wells Fargo may designate (and, if any such announced rate is below zero, then the rate determined pursuant to this clause (c) shall be deemed to be zero).