Common use of Deposits Unavailable Clause in Contracts

Deposits Unavailable. If, on or after the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Agent shall have determined that: a) Dollar deposits in the relevant amount and for the relevant Interest Period are not available to each Reference Bank in its relevant market, or b) by reason of circumstances affecting the Reference Banks’ relevant markets, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans for the relevant Interest Period, or c) the cost to Option B Lenders that in the aggregate hold more than 50% of the aggregate outstanding principal amount of the Loan then held by Option B Lenders, if any Lender shall have entered into an Option B Interest Make-Up Agreement, of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Rate (provided, that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), then the Facility Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect at the end of the Interest Period current at the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (or, in the case of clause (c) above, the lesser of (x) the cost to the Option B Lenders of funding the portion of the Loan held by such Option B Lenders and (y) such weighted average). The Facility Agent shall furnish a certificate to the Borrower as soon as reasonably practicable after the Facility Agent has given such Determination Notice setting forth such rate. In the event that the circumstances described in this Section 4.2 shall extend beyond the end of an interest period agreed or set pursuant hereto, the foregoing procedure shall be repeated as often as may be necessary.

Deposits Unavailable. If(a) If a Class A Conduit Investor, on a Class A Committed Note Purchaser or after the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender related Class A Majority Program Support Providers shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Agent shall have reasonably determined that: a(i) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to each all the related Reference Bank Lenders in its the relevant market, or; b(ii) by reason of circumstances affecting all the related Reference Banks’ Lenders' relevant marketsmarket, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans the Class A Eurodollar Tranche; or (iii) such Class A Conduit Investor, such Class A Committed Note Purchaser or the related Class A Majority Program Support Providers have notified the related Class A Funding Agent and HVF II that, with respect to any interest rate otherwise applicable hereunder to the Class A Eurodollar Tranche, the Eurodollar Interest Period for which has not then commenced, such interest rate will not adequately reflect the relevant cost to such Class A Conduit Investor, such Class A Committed Note Purchaser or such Class A Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion of such Class A Eurodollar Tranche for such Eurodollar Interest Period, or c) then, upon notice from such Class A Conduit Investor, such Class A Committed Note Purchaser or the cost related Class A Majority Program Support Providers to Option B Lenders that in such Class A Funding Agent and HVF II, the aggregate hold more than 50% obligations of such Class A Conduit Investor, such Class A Committed Note Purchaser and all of the aggregate outstanding principal amount related Class A Program Support Providers to make or continue any Class A Advance as, or to convert any Class A Advances into, the Class A Eurodollar Tranche shall forthwith be suspended until such Class A Funding Agent shall notify HVF II that the circumstances causing such suspension no longer exist, and such Class A Investor Group shall immediately convert the portion of the Loan then held Class A Eurodollar Tranche funded by Option B Lenders, if any Lender shall have entered each such Class A Conduit Investor or Class A Committed Note Purchaser into an Option B Interest Make-Up Agreement, of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Class A Base Rate (provided, that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), then the Facility Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect Tranche at the end of the then current Eurodollar Interest Period current at Periods with respect thereto or sooner, if required for the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (or, reasons set forth in the case of clause (ci), (ii) or (iii) above, as the lesser case may be. (b) If a Class B Conduit Investor, a Class B Committed Note Purchaser or the related Class B Majority Program Support Providers shall have reasonably determined that: (i) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to all the related Reference Lenders in the relevant market; (ii) by reason of circumstances affecting all the related Reference Lenders' relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to the Class B Eurodollar Tranche; or (xiii) such Class B Conduit Investor, such Class B Committed Note Purchaser or the related Class B Majority Program Support Providers have notified the related Class B Funding Agent and HVF II that, with respect to any interest rate otherwise applicable hereunder to the Class B Eurodollar Tranche, the Eurodollar Interest Period for which has not then commenced, such interest rate will not adequately reflect the cost to such Class B Conduit Investor, such Class B Committed Note Purchaser or such Class B Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion of such Class B Eurodollar Tranche for such Eurodollar Interest Period, then, upon notice from such Class B Conduit Investor, such Class B Committed Note Purchaser or the Option related Class B Lenders Majority Program Support Providers to such Class B Funding Agent and HVF II, the obligations of funding such Class B Conduit Investor, such Class B Committed Note Purchaser and all of the related Class B Program Support Providers to make or continue any Class B Advance as, or to convert any Class B Advances into, the Class B Eurodollar Tranche shall forthwith be suspended until such Class B Funding Agent shall notify HVF II that the circumstances causing such suspension no longer exist, and such Class B Investor Group shall immediately convert the portion of the Loan held Class B Eurodollar Tranche funded by each such Option Class B Conduit Investor or Class B Committed Note Purchaser into the Class B Base Rate Tranche at the end of the then current Eurodollar Interest Periods with respect thereto or sooner, if required for the reasons set forth in clause (i), (ii) or (iii) above, as the case may be. (c) If a Class C Conduit Investor, a Class C Committed Note Purchaser or the related Class C Majority Program Support Providers shall have reasonably determined that: (i) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to all the related Reference Lenders and in the relevant market; (yii) by reason of circumstances affecting all the related Reference Lenders' relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to the Class C Eurodollar Tranche; or (iii) such weighted average). The Facility Class C Conduit Investor, such Class C Committed Note Purchaser or the related Class C Majority Program Support Providers have notified the related Class C Funding Agent and HVF II that, with respect to any interest rate otherwise applicable hereunder to the Class C Eurodollar Tranche, the Eurodollar Interest Period for which has not then commenced, such interest rate will not adequately reflect the cost to such Class C Conduit Investor, such Class C Committed Note Purchaser or such Class C Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion of such Class C Eurodollar Tranche for such Eurodollar Interest Period, then, upon notice from such Class C Conduit Investor, such Class C Committed Note Purchaser or the related Class C Majority Program Support Providers to such Class C Funding Agent and HVF II, the obligations of such Class C Conduit Investor, such Class C Committed Note Purchaser and all of the related Class C Program Support Providers to make or continue any Class C Advance as, or to convert any Class C Advances into, the Class C Eurodollar Tranche shall forthwith be suspended until such Class C Funding Agent shall furnish a certificate to the Borrower as soon as reasonably practicable after the Facility Agent has given such Determination Notice setting forth such rate. In the event notify HVF II that the circumstances described in this Section 4.2 causing such suspension no longer exist, and such Class C Investor Group shall extend beyond immediately convert the portion of the Class C Eurodollar Tranche funded by each such Class C Conduit Investor or Class C Committed Note Purchaser into the Class C Base Rate Tranche at the end of an the then current Eurodollar Interest Periods with respect thereto or sooner, if required for the reasons set forth in clause (i), (ii) or (iii) above, as the case may be. (d) If a Class D Conduit Investor, a Class D Committed Note Purchaser or the related Class D Majority Program Support Providers shall have reasonably determined that: (i) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to all the related Reference Lenders in the relevant market; (ii) by reason of circumstances affecting all the related Reference Lenders' relevant market, adequate means do not exist for ascertaining the interest period agreed rate applicable hereunder to the Class D Eurodollar Tranche; or (iii) such Class D Conduit Investor, such Class D Committed Note Purchaser or set pursuant heretothe related Class D Majority Program Support Providers have notified the related Class D Funding Agent and HVF II that, with respect to any interest rate otherwise applicable hereunder to the Class D Eurodollar Tranche, the foregoing procedure Eurodollar Interest Period for which has not then commenced, such interest rate will not adequately reflect the cost to such Class D Conduit Investor, such Class D Committed Note Purchaser or such Class D Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion of such Class D Eurodollar Tranche for such Eurodollar Interest Period, then, upon notice from such Class D Conduit Investor, such Class D Committed Note Purchaser or the related Class D Majority Program Support Providers to such Class D Funding Agent and HVF II, the obligations of such Class D Conduit Investor, such Class D Committed Note Purchaser and all of the related Class D Program Support Providers to make or continue any Class D Advance as, or to convert any Class D Advances into, the Class D Eurodollar Tranche shall forthwith be repeated suspended until such Class D Funding Agent shall notify HVF II that the circumstances causing such suspension no longer exist, and such Class D Investor Group shall immediately convert the portion of the Class D Eurodollar Tranche funded by each such Class D Conduit Investor or Class D Committed Note Purchaser into the Class D Base Rate Tranche at the end of the then current Eurodollar Interest Periods with respect thereto or sooner, if required for the reasons set forth in clause (i), (ii) or (iii) above, as often as the case may be necessarybe.

Deposits Unavailable. IfIf a Conduit Investor, on a Committed Note Purchaser or after the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender Program Support Provider shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Agent shall have reasonably determined that: (a) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to each all related Reference Bank Lenders in its the relevant market, ; or (b) by reason of circumstances affecting the all related Reference BanksLenders’ relevant marketsmarket, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans the Series 2009-1 Eurodollar Tranche of any Advance; or (c) such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers have notified the related Funding Agent and HVF that, with respect to any interest rate otherwise applicable hereunder to the Series 2009-1 Eurodollar Tranche of any Advance the Eurodollar Interest Period for which has not then commenced, such interest rate will not adequately reflect the relevant cost to such Conduit Investor, such Committed Note Purchaser or such Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective Series 2009-1 Eurodollar Tranche of such Advance for such Eurodollar Interest Period, or c) then, upon notice from such Conduit Investor, such Committed Note Purchaser or the cost related Majority Program Support Providers to Option B Lenders that in such Funding Agent and HVF, the aggregate hold more than 50% obligations of such Conduit Investor, such Committed Note Purchaser and all of the aggregate outstanding principal amount relevant Program Support Providers to make or continue any Advance as, or to convert any Advances into, the Series 2009-1 Eurodollar Tranche of the Loan then held by Option B Lenders, if any Lender such Advance shall have entered into an Option B Interest Make-Up Agreement, of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would forthwith be in excess of the LIBO Rate (provided, that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between suspended until such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), then the Facility Funding Agent shall give notice notify HVF that the circumstances causing such suspension no longer exist, and such Investor Group shall immediately convert all Advances of any such Program Support Provider or Committed Note Purchaser, as applicable, into the Series 2009-1 Base Rate Tranche of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect Advance at the end of the then current Eurodollar Interest Period current at Periods with respect thereto or sooner, if required for the date of the Determination Noticereasons set forth in clause (a), which rate (b) or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (or, in the case of clause (c) above, as the lesser of (x) the cost to the Option B Lenders of funding the portion of the Loan held by such Option B Lenders and (y) such weighted average). The Facility Agent shall furnish a certificate to the Borrower as soon as reasonably practicable after the Facility Agent has given such Determination Notice setting forth such rate. In the event that the circumstances described in this Section 4.2 shall extend beyond the end of an interest period agreed or set pursuant hereto, the foregoing procedure shall be repeated as often as case may be necessarybe.

Deposits Unavailable. If, on or after If the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Administrative Agent shall have determined that: (a) Dollar deposits in the relevant amount and for the relevant Interest Period are not available to each Reference Bank in its relevant market, or b) by reason of circumstances affecting the Reference Banks’ relevant marketsmarket, adequate and reasonable means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans for the relevant Interest Period, Eurodollar Advances; or c(b) with respect to any interest rate otherwise applicable hereunder to any Eurodollar Advances the cost to Option B Lenders that Eurodollar Interest Accrual Period for which has not then commenced, Investor Groups holding in the aggregate hold more than 50% of the aggregate outstanding principal amount of the Loan then held by Option B Lenders, if any Lender shall Eurodollar Advances have entered into an Option B Interest Make-Up Agreement, of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Rate (provided, determined that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), then the Facility Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period will not adequately reflect the cost to them of funding, agreeing to fund or maintaining such Eurodollar Advances for such Eurodollar Interest Accrual Period, then, upon notice from the Administrative Agent (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect at the end of the Interest Period current at the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (orwhich, in the case of clause (cb) above, the lesser Administrative Agent shall give upon obtaining actual knowledge that such percentage of the Investor Groups have so determined) to the Funding Agents, the Manager and the Master Issuer, the obligations of the Investors to fund or maintain any Advance as a Eurodollar Advance after the end of the then-current Eurodollar Interest Accrual Period, if any, with respect thereto shall forthwith be suspended and on the date such notice is given such Advances will convert to Base Rate Advances until the Administrative Agent has notified the Funding Agents and the Master Issuer that the circumstances causing such suspension no longer exist. If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 3.04 (a) or (b) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 3.04 (a) or (b) have not arisen but the supervisor for the administrator referred to in the definition of “Eurodollar Funding Rate” or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Eurodollar Funding Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Master Issuer shall endeavor in good faith to establish an alternate rate of interest to the Eurodollar Funding Rate (any such proposed rate, a “LIBOR Successor Rate”) that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable, including LIBOR Successor Rate Conforming Changes (as defined below); provided, that (i) if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement and (ii) any LIBOR Successor Rate proposed by the Administrative Agent shall be no less favorable to the Master Issuer than comparable successor rates applied to other similarly situated issuers or borrowers under syndicated loan facilities and/or applied under other facilities under which the Administrative Agent functions in a similar capacity; provided, further, that if any of the circumstances set forth in Section 3.04(a) or (b) have arisen, until such amendment is effective, the Advances will bear interest at the Base Rate without giving effect to clause (a)(i)(C) of the definition thereof. Notwithstanding anything to the contrary in Section 9.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to Investor Groups, written notice from (x) the cost to the Option B Lenders of funding the portion if no single Investor Group holds more than 50% of the Loan held by such Option B Lenders and Commitments, the Investor Groups holding more than 50% of the Commitments or (y) such weighted average). The Facility Agent shall furnish if a certificate to single Investor Group holds more than 50% of the Borrower as soon as reasonably practicable after Commitments, two-thirds of the Facility Agent has given such Determination Notice setting forth such rate. In the event Commitments (provided in either case that the circumstances described in this Section 4.2 shall extend beyond the end Commitment of an interest period agreed or set pursuant hereto, the foregoing procedure any Defaulting Investor shall be repeated as often as may be necessarydisregarded in the determination of whether such threshold percentage of Commitments has been met) stating that such Investor Groups reasonably object to such amendment.

Deposits Unavailable. If, on or after : (a) the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Administrative Agent shall have determined that: a) that Dollar deposits in the relevant amount and for the relevant Interest Period are not available to each the Reference Bank Lenders in its their relevant market, or; (b) the Administrative Agent shall have determined that by reason of circumstances affecting the Reference BanksLenders’ relevant marketsmarket, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans Loans; or (c) before the close of business in London on the date of determination of the LIBO Rate for the relevant Interest PeriodPeriod or period, or c) Lenders holding a majority of the aggregate unpaid principal amount of Loans determine that the cost to Option B Lenders that in the aggregate hold more than 50% of the aggregate outstanding principal amount of the Loan then held by Option B Lenders, if any Lender shall have entered into an Option B Interest Make-Up Agreement, them of obtaining matching Dollar deposits in the relevant interbank market for the relevant Interest Period in respect of any Loan would be in excess of the LIBO Rate (provided, that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date)Rate, then the Facility Administrative Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Administrative Agent shall then negotiate enter into negotiations in good faith in order to agree upon a mutually satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Administrative Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case payable to the Lenders to take effect at the end of the Interest Period current at the date of the Determination Notice, which rate (or rates) Notice shall be equal to the sum of the Floating Rate Applicable Margin and plus the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (or, in the case of clause (c) above, the lesser greater of (x) the cost to the Option B Lenders of funding the portion of the Loan held by such Option B Lenders Prime Rate and (y) such weighted average). The Facility Agent shall furnish a certificate Federal Funds Rate from time to the Borrower as soon as reasonably practicable after the Facility Agent has given such Determination Notice setting forth such rate. In the event that the circumstances described time in this Section 4.2 shall extend beyond the end of an interest period agreed or set pursuant hereto, the foregoing procedure shall be repeated as often as may be necessaryeffect plus 0.50% per annum.

Deposits Unavailable. IfIf a Conduit Investor, on a Committed Note Purchaser or after the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender related Majority Program Support Providers shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Agent shall have reasonably determined that: (a) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to each all the related Reference Bank Lenders in its the relevant market, or; (b) by reason of circumstances affecting all the related Reference Banks’ Lenders' relevant marketsmarket, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans the Series 2013-B Eurodollar Tranche; or (c) such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers have notified the related Funding Agent and HVF II that, with respect to any interest rate otherwise applicable hereunder to the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Eurodollar Interest Period for which has not then commenced, such interest rate will not adequately reflect the relevant cost to such Conduit Investor, such Committed Note Purchaser or such Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion of such Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ for such Eurodollar Interest Period, or c) then, upon notice from such Conduit Investor, such Committed Note Purchaser or the cost related Majority Program Support Providers to Option B Lenders that in such Funding Agent and HVF II, the aggregate hold more than 50% obligations of such Conduit Investor, such Committed Note Purchaser and all of the aggregate outstanding principal amount related Program Support Providers to make or continue any Advance as, or to convert any Advances into, the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall forthwith be suspended until such Funding Agent shall notify HVF II that the circumstances causing such suspension no longer exist, and such Investor Group shall immediately convert the portion of the Loan then held Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ funded by Option each such Conduit Investor or Committed Note Purchaser into the Series 2013-B Lenders, if any Lender shall have entered into an Option B Interest Make-Up Agreement, of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Base Rate (provided, that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), then the Facility Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect Tranche at the end of the then current Eurodollar Interest Period current at Periods with respect thereto or sooner, if required for the date of the Determination Noticereasons set forth in clause (a), which rate (b) or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (or, in the case of clause (c) above, as the lesser of (x) the cost to the Option B Lenders of funding the portion of the Loan held by such Option B Lenders and (y) such weighted average). The Facility Agent shall furnish a certificate to the Borrower as soon as reasonably practicable after the Facility Agent has given such Determination Notice setting forth such rate. In the event that the circumstances described in this Section 4.2 shall extend beyond the end of an interest period agreed or set pursuant hereto, the foregoing procedure shall be repeated as often as case may be necessarybe.

Deposits Unavailable. If, on or after with respect to the date Tranche B Loans: (a) the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Administrative Agent shall have determined that: a) Dollar that deposits in the relevant amount amount, denominated in the relevant currency and for the relevant Interest Period are not available to each the Reference Bank Lenders in its their relevant market, or; (b) the Administrative Agent shall have determined that by reason of circumstances affecting the Reference BanksLenders’ relevant marketsmarket, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Floating Rate loans Loans denominated in Dollars and/or Euro; or (c) before the close of business in London on the date of determination of the Applicable Floating Rate for the relevant Interest PeriodPeriod or period, or cLenders holding a majority of the aggregate unpaid principal amount of Loans (based on the Equivalent in Dollars with respect to any portion of the Loans that are denominated in Euro) determine that the cost to Option B Lenders that in the aggregate hold more than 50% of the aggregate outstanding principal amount of the Loan then held by Option B Lenders, if any Lender shall have entered into an Option B Interest Make-Up Agreement, them of obtaining matching deposits in the relevant interbank market for the relevant Interest Period currency in respect of any Loan would be in excess of the LIBO Rate (provided, that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), Applicable Floating Rate; then the Facility Administrative Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Administrative Agent shall then negotiate enter into negotiations in good faith in order to agree upon a mutually satisfactory interest rate and interest period (or interest periodsrates) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Administrative Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case rates) payable to the Lenders to take effect at the end of the Interest Period current at the date of the Determination Notice, which rate (or rates) Notice shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (orto, in the case of clause (c) aboveLoans denominated in Dollars, the lesser Floating Rate Applicable Margin plus the greater of (w) the rate publicly announced by BNPP’s New York office as its “prime rate” and (x) Federal Funds Rate from time to time in effect plus 0.50% per annum and, in the cost to case of Loans denominated in Euro, the Option B Lenders Floating Rate Applicable Margin plus the greater of funding the portion of the Loan held by such Option B Lenders and (y) such weighted average). The Facility Agent shall furnish a certificate to the Borrower average of the rates publicly announced by Skandinaviska Enskilda Banken AB’s and Nordea Bank’s head offices as soon as reasonably practicable after their “prime rates” for loans in Euro and (z) the Facility Agent has given such Determination Notice setting forth such rate. In Central European Bank’s rate for the event that the circumstances described Main Refinancing Operations (MRO) in this Section 4.2 shall extend beyond the end of an interest period agreed or set pursuant hereto, the foregoing procedure shall be repeated as often as may be necessaryeffect plus 0.50% per annum.

Deposits Unavailable. If(a) If a Class A Conduit Investor, on a Class A Committed Note Purchaser or after the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender related Class A Majority Program Support Providers shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Agent shall have reasonably determined that: a(i) Dollar deposits in the relevant amount and for the relevant SOFR Interest Period are not available to each all the related Reference Bank Lenders in its the relevant market, or; b(ii) by reason of circumstances affecting all the related Reference BanksLenders’ relevant marketsmarket, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans the Class A SOFR Tranche; or (iii) such Class A Conduit Investor, such Class A Committed Note Purchaser or the related Class A Majority Program Support Providers have notified the related Class A Funding Agent and HVF III that, with respect to any interest rate otherwise applicable hereunder to the Class A SOFR Tranche, the SOFR Interest Period for which has not then commenced, such interest rate will not adequately reflect the relevant cost to such Class A Conduit Investor, such Class A Committed Note Purchaser or such Class A Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion of such Class A SOFR Tranche for such SOFR Interest Period, or c) then, upon notice from such Class A Conduit Investor, such Class A Committed Note Purchaser or the cost related Class A Majority Program Support Providers to Option B Lenders that in such Class A Funding Agent and HVF III, the aggregate hold more than 50% obligations of such Class A Conduit Investor, such Class A Committed Note Purchaser and all of the aggregate outstanding principal amount related Class A Program Support Providers to make or continue any Class A Advance as, or to convert any Class A Advances into, the Class A SOFR Tranche shall forthwith be suspended until such Class A Funding Agent shall notify HVF III that the circumstances causing such suspension no longer exist, and such Class A Investor Group shall immediately convert the portion of the Loan then held Class A SOFR Tranche funded by Option B Lenders, if any Lender shall have entered each such Class A Conduit Investor or Class A Committed Note Purchaser into an Option B Interest Make-Up Agreement, of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Class A Base Rate (provided, that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), then the Facility Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect Tranche at the end of the then current SOFR Interest Period current at Periods with respect thereto or sooner, if required for the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (or, reasons set forth in the case of clause (ci), (ii) or (iii) above, as the lesser of (x) the cost to the Option B Lenders of funding the portion of the Loan held by such Option B Lenders and (y) such weighted average). The Facility Agent shall furnish a certificate to the Borrower as soon as reasonably practicable after the Facility Agent has given such Determination Notice setting forth such rate. In the event that the circumstances described in this Section 4.2 shall extend beyond the end of an interest period agreed or set pursuant hereto, the foregoing procedure shall be repeated as often as case may be necessarybe.

Deposits Unavailable. (a) If, on or after before the date on which all or any portion of any Revolving Loan bearing interest in respect of the Borrower elects LIBO Rate is to be made, maintained, or continued the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Administrative Agent shall have determined (which determination shall be conclusive and binding), with respect to that Revolving Loan that: a(i) Dollar deposits in the relevant amount and the relevant Available Currency and for the relevant Interest Period are not available available, if and when applicable, to each none of the Reference Bank Lenders in its the relevant market, or b(ii) by reason of circumstances affecting the Reference Banks’ relevant markets, London interbank market adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans for under this Agreement in respect of the relevant Interest PeriodLIBO Rate, or c) then, upon notice from the cost Administrative Agent to Option B Lenders that in Micro and the aggregate hold more than 50% Lenders, the obligations of the aggregate outstanding principal amount of the Lenders to make or continue any Revolving Loan then held by Option B Lenders, if any Lender shall have entered into an Option B Interest Make-Up Agreement, of obtaining matching deposits bearing interest in the relevant interbank market for the relevant Interest Period would be in excess respect of the LIBO Rate in such Available Currency under Sections 3.1 and 4.2.3 shall forthwith be suspended until the Administrative Agent shall notify Micro and the Lenders that the circumstances causing such suspension no longer exist. (provided, that no Option B Lender may exercise its rights pursuant to b) If a notification under this Section 4.2.c) for amounts up 5.2 applies to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), then the Facility Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower Revolving Loan which is outstanding and each of the Lenders. The Borrower, the Lenders and the Facility Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period (or interest periods) that is not going to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect converted at the end of its Interest Period to another Available Currency for which the LIBO Rate is available, then, notwithstanding any other provision of this Agreement: (i) within five Business Days of receipt of the notification, the Borrowers and the Administrative Agent shall enter into negotiations for a period of not more than 30 days with a view to agreeing an alternative basis for determining the rate of interest and/or funding applicable to that Revolving Loan at the end of its applicable Interest Period; (ii) any alternative basis agreed under clause (i) above shall be, with the prior consent of all the Lenders, binding on all of the Obligors and Lender Parties; (iii) if no alternative basis is agreed, each Lender shall (through the Administrative Agent) certify on or before the last day of the Interest Period current at to which the date notification relates an alternative basis for maintaining its participation in that Revolving Loan; (iv) any such alternative basis may include an alternative method of fixing the Determination Noticeinterest rate, which rate (alternative Interest Periods or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (or, in the case of clause (c) above, the lesser of (x) alternative currencies but it must reflect the cost to the Option B Lenders Lender of funding its participation in the portion of Revolving Loan from whatever sources it may select plus the Loan held by such Option B Lenders and Applicable Margin; and (yv) such weighted average). The Facility Agent shall furnish a certificate to the Borrower as soon as reasonably practicable after the Facility Agent has given such Determination Notice setting forth such rate. In the event that the circumstances described in this Section 4.2 shall extend beyond the end of an interest period agreed or set pursuant hereto, the foregoing procedure each alternative basis so certified shall be repeated binding on the Obligors and the certifying Lender and treated as often as may be necessarypart of this Agreement.

Deposits Unavailable. If, on or after If the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Administrative Agent shall have determined that: (a) Dollar deposits in the relevant amount and for the relevant Interest Period are not available to each Reference Bank in its relevant market, or b) by reason of circumstances affecting the Reference Banks’ relevant marketsmarket, adequate and reasonable means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans for the relevant Interest Period, Eurodollar Advances; or c(b) with respect to any interest rate otherwise applicable hereunder to any Eurodollar Advances the cost to Option B Lenders that Eurodollar Interest Accrual Period for which has not then commenced, Investor Groups holding in the aggregate hold more than 50% of the aggregate outstanding principal amount of the Loan then held by Option B Lenders, if any Lender shall Eurodollar Advances have entered into an Option B Interest Make-Up Agreement, of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Rate (provided, determined that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), then the Facility Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period will not adequately reflect the cost to them of funding, agreeing to fund or maintaining such Eurodollar Advances for such Eurodollar Interest Accrual Period, then, upon notice from the Administrative Agent (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect at the end of the Interest Period current at the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (orwhich, in the case of clause (cb) above, the lesser Administrative Agent shall give upon obtaining actual knowledge that such percentage of (xthe Investor Groups have so determined) the cost to the Option B Lenders of funding Funding Agents, the portion Manager and the Co-Issuers, the obligations of the Loan held by such Option B Lenders and (y) such weighted average). The Facility Agent shall furnish Investors to fund or maintain any Advance as a certificate to the Borrower as soon as reasonably practicable Eurodollar Advance after the Facility end of the then-current Eurodollar Interest Accrual Period, if any, with respect thereto shall forthwith be suspended and on the date such notice is given such Advances will convert to Base Rate Advances until the Administrative Agent has given such Determination Notice setting forth such rate. In notified the event Funding Agents, the Manager and the Co-Issuers that the circumstances described in this Section 4.2 shall extend beyond causing such suspension no longer exist. If at any time the end of an interest period agreed or set pursuant hereto, the foregoing procedure Administrative Agent determines (which determination shall be repeated as often conclusive absent manifest error) that (i) the circumstances set forth in Section 3.04 (a) or (b) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 3.04 (a) or (b) have not arisen but the supervisor for the administrator referred to in the definition of “Eurodollar Funding Rate” or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Eurodollar Funding Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Co-Issuers shall endeavor to establish an alternate rate of interest to the Eurodollar Funding Rate (any such proposed rate, a “Eurodollar Successor Rate”) that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be necessaryapplicable, including Eurodollar Successor Rate Conforming Changes (as defined below); provided, that if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 9.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to Investor Groups, written notice from the Required Investor Groups (or, in the event there are only two Investor Groups, any one of such Investor Groups) stating that such Required Investor Groups reasonably object to such amendment.

Deposits Unavailable. If, on or after the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Agent shall have determined that: a) Dollar deposits in the relevant amount and for the relevant Interest Period are not available to each Reference Bank in its relevant market, or b) by reason of circumstances affecting the Reference Banks’ relevant markets, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans for the relevant Interest Period, or c) the cost to Option B Lenders that in the aggregate hold more than 50% of the aggregate outstanding principal amount of the Loan then held by Option B Lenders, if any Lender shall have entered into an Option B Interest Make-Up Agreement, of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Rate (provided, provided that no Option B Lender may exercise its rights pursuant to under this Section 4.2.c4.2(c)) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), then the Facility Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect at the end of the Interest Period current at the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (or, in the case of clause (c) above, the lesser of (x) the respective cost to the Option B Lenders of funding the portion respective portions of the Loan held by such Option B Lenders and (y) such weighted average). The Facility Agent shall furnish a certificate to the Borrower as soon as reasonably practicable after the Facility Agent has given such Determination Notice setting forth such raterate(s). In the event that the circumstances described in this Section 4.2 shall extend beyond the end of an interest period agreed or set pursuant hereto, the foregoing procedure shall be repeated as often as may be necessary.

Deposits Unavailable. If(a) If a Class A Conduit Investor, on a Class A Committed Note Purchaser or after the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender related Class A Majority Program Support Providers shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Agent shall have reasonably determined that: a(i) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to each all the related Reference Bank Lenders in its the relevant market, or; b(ii) by reason of circumstances affecting all the related Reference BanksLenders’ relevant marketsmarket, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans the Class A Eurodollar Tranche; or (iii) such Class A Conduit Investor, such Class A Committed Note Purchaser or the related Class A Majority Program Support Providers have notified the related Class A Funding Agent and HVF III that, with respect to any interest rate otherwise applicable hereunder to the Class A Eurodollar Tranche, the Eurodollar Interest Period for which has not then commenced, such interest rate will not adequately reflect the relevant cost to such Class A Conduit Investor, such Class A Committed Note Purchaser or such Class A Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion of such Class A Eurodollar Tranche for such Eurodollar Interest Period, or c) then, upon notice from such Class A Conduit Investor, such Class A Committed Note Purchaser or the cost related Class A Majority Program Support Providers to Option B Lenders that in such Class A Funding Agent and HVF III, the aggregate hold more than 50% obligations of such Class A Conduit Investor, such Class A Committed Note Purchaser and all of the aggregate outstanding principal amount related Class A Program Support Providers to make or continue any Class A Advance as, or to convert any Class A Advances into, the Class A Eurodollar Tranche shall forthwith be suspended until such Class A Funding Agent shall notify HVF III that the circumstances causing such suspension no longer exist, and such Class A Investor Group shall immediately convert the portion of the Loan then held Class A Eurodollar Tranche funded by Option B Lenders, if any Lender shall have entered each such Class A Conduit Investor or Class A Committed Note Purchaser into an Option B Interest Make-Up Agreement, of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Class A Base Rate (provided, that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), then the Facility Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect Tranche at the end of the then current Eurodollar Interest Period current at Periods with respect thereto or sooner, if required for the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (or, reasons set forth in the case of clause (ci), (ii) or (iii) above, as the lesser of (x) the cost to the Option B Lenders of funding the portion of the Loan held by such Option B Lenders and (y) such weighted average). The Facility Agent shall furnish a certificate to the Borrower as soon as reasonably practicable after the Facility Agent has given such Determination Notice setting forth such rate. In the event that the circumstances described in this Section 4.2 shall extend beyond the end of an interest period agreed or set pursuant hereto, the foregoing procedure shall be repeated as often as case may be necessarybe.

Deposits Unavailable. If, on or after If prior to the date on which all or any portion of the Borrower elects principal amount of any Loan is to be made, continued as, or be converted into, a Fixed Rate Loan, any Affected Lender or the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Administrative Agent shall have determined determine for any reason whatsoever (which determination shall, in the absence of demonstrable error, be conclusive and binding on the Borrower) that: (a) Dollar deposits in the relevant amount and for the relevant Interest Period are not available to each Reference Bank the Affected Lender in its relevant market, ; or (b) by reason of circumstances affecting the Reference Banks’ BNS in its relevant marketsmarket, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Fixed Rate loans for Loans; the relevant Interest PeriodAdministrative Agent (after receipt of notice from the Affected Lender, or c) the cost to Option B Lenders that in the aggregate hold more than 50% case of the aggregate outstanding principal amount of the Loan then held by Option B Lenders, if any Lender clause (a) above) shall have entered into an Option B Interest Make-Up Agreement, of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Rate (provided, that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), then the Facility Agent shall promptly give telephonic notice of such determination confirmed in writing to each Lender and the Borrower, and: (hereinafter called i) the obligation under Section 4.1 of the Affected Lender (in the case of clause (a) above) or all Lenders (in the case of clause (b) above) to make, continue any portion of the principal amount of a “Determination Notice”Loan as, or to convert a Loan into, one or more Fixed Rate Loans shall, upon such notification, forthwith terminate; and (ii) the portion of all Loans then maintained as Fixed Rate Loans by the Affected Lender (in the case of clause (a) above) or all Lenders (in the case of clause (b) above) shall on the expiration of the Interest Period applicable thereto automatically convert into Base Rate Loans. If circumstances subsequently change so that the Administrative Agent or the Affected Lender, as the case may be, shall no longer be so affected, the Administrative Agent shall promptly give telephonic notice thereof confirmed in writing to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Agent obligations of the Affected Lender or all Lenders, as the case may be, under Section 4.1 to make or continue Loans as, or convert Loans into, Fixed Rate Loans shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrowerreinstated, the Lenders and the Facility Administrative Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Noticeshall, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect at the end of the Interest Period current at the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (or, in the case of clause (c) above, the lesser of (x) the cost to the Option B Lenders of funding the portion of the Loan held by such Option B Lenders and (y) such weighted average). The Facility Agent shall furnish a certificate notice to the Borrower as soon as reasonably practicable after the Facility Agent has given and each Lender, declare that such Determination Notice setting forth such rate. In the event that the circumstances described in this Section 4.2 shall extend beyond the end of an interest period agreed or set pursuant hereto, the foregoing procedure shall be repeated as often as may be necessaryobligations have been so reinstated.

Deposits Unavailable. If(a) If a Class A Conduit Investor, on a Class A Committed Note Purchaser or after the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender related Class A Majority Program Support Providers shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Agent shall have reasonably determined that: a(i) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to each all the related Reference Bank Lenders in its the relevant market, or; b(ii) by reason of circumstances affecting all the related Reference Banks’ Lenders' relevant marketsmarket, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans the Class A Eurodollar Tranche; or (iii) such Class A Conduit Investor, such Class A Committed Note Purchaser or the related Class A Majority Program Support Providers have notified the related Class A Funding Agent and HVF II that, with respect to any interest rate otherwise applicable hereunder to the Class A Eurodollar Tranche, the Eurodollar Interest Period for which has not then commenced, such interest rate will not adequately reflect the relevant cost to such Class A Conduit Investor, such Class A Committed Note Purchaser or such Class A Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion of such Class A Eurodollar Tranche for such Eurodollar Interest Period, or c) then, upon notice from such Class A Conduit Investor, such Class A Committed Note Purchaser or the cost related Class A Majority Program Support Providers to Option B Lenders that in such Class A Funding Agent and HVF II, the aggregate hold more than 50% obligations of such Class A Conduit Investor, such Class A Committed Note Purchaser and all of the aggregate outstanding principal amount related Class A Program Support Providers to make or continue any Class A Advance as, or to convert any Class A Advances into, the Class A Eurodollar Tranche shall forthwith be suspended until such Class A Funding Agent shall notify HVF II that the circumstances causing such suspension no longer exist, and such Class A Investor Group shall immediately convert the portion of the Loan then held Class A Eurodollar Tranche funded by Option B Lenders, if any Lender shall have entered each such Class A Conduit Investor or Class A Committed Note Purchaser into an Option B Interest Make-Up Agreement, of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Class A Base Rate (provided, that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), then the Facility Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect Tranche at the end of the then current Eurodollar Interest Period current at Periods with respect thereto or sooner, if required for the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (or, reasons set forth in the case of clause (ci), (ii) or (iii) above, as the lesser case may be. (b) If a Class B Conduit Investor, a Class B Committed Note Purchaser or the related Class B Majority Program Support Providers shall have reasonably determined that: (i) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to all the related Reference Lenders in the relevant market; (ii) by reason of circumstances affecting all the related Reference Lenders' relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to the Class B Eurodollar Tranche; or (xiii) such Class B Conduit Investor, such Class B Committed Note Purchaser or the related Class B Majority Program Support Providers have notified the related Class B Funding Agent and HVF II that, with respect to any interest rate otherwise applicable hereunder to the Class B Eurodollar Tranche, the Eurodollar Interest Period for which has not then commenced, such interest rate will not adequately reflect the cost to such Class B Conduit Investor, such Class B Committed Note Purchaser or such Class B Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion of such Class B Eurodollar Tranche for such Eurodollar Interest Period, then, upon notice from such Class B Conduit Investor, such Class B Committed Note Purchaser or the Option related Class B Lenders Majority Program Support Providers to such Class B Funding Agent and HVF II, the obligations of funding such Class B Conduit Investor, such Class B Committed Note Purchaser and all of the related Class B Program Support Providers to make or continue any Class B Advance as, or to convert any Class B Advances into, the Class B Eurodollar Tranche shall forthwith be suspended until such Class B Funding Agent shall notify HVF II that the circumstances causing such suspension no longer exist, and such Class B Investor Group shall immediately convert the portion of the Loan held Class B Eurodollar Tranche funded by each such Option Class B Conduit Investor or Class B Committed Note Purchaser into the Class B Base Rate Tranche at the end of the then current Eurodollar Interest Periods with respect thereto or sooner, if required for the reasons set forth in clause (i), (ii) or (iii) above, as the case may be. (c) If a Class C Conduit Investor, a Class C Committed Note Purchaser or the related Class C Majority Program Support Providers shall have reasonably determined that: (i) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to all the related Reference Lenders and in the relevant market; (yii) by reason of circumstances affecting all the related Reference Lenders' relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to the Class C Eurodollar Tranche; or (iii) such weighted average). The Facility Class C Conduit Investor, such Class C Committed Note Purchaser or the related Class C Majority Program Support Providers have notified the related Class C Funding Agent and HVF II that, with respect to any interest rate otherwise applicable hereunder to the Class C Eurodollar Tranche, the Eurodollar Interest Period for which has not then commenced, such interest rate will not adequately reflect the cost to such Class C Conduit Investor, such Class C Committed Note Purchaser or such Class C Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion of such Class C Eurodollar Tranche for such Eurodollar Interest Period, then, upon notice from such Class C Conduit Investor, such Class C Committed Note Purchaser or the related Class C Majority Program Support Providers to such Class C Funding Agent and HVF II, the obligations of such Class C Conduit Investor, such Class C Committed Note Purchaser and all of the related Class C Program Support Providers to make or continue any Class C Advance as, or to convert any Class C Advances into, the Class C Eurodollar Tranche shall forthwith be suspended until such Class C Funding Agent shall furnish a certificate to the Borrower as soon as reasonably practicable after the Facility Agent has given such Determination Notice setting forth such rate. In the event notify HVF II that the circumstances described in this Section 4.2 causing such suspension no longer exist, and such Class C Investor Group shall extend beyond immediately convert the portion of the Class C Eurodollar Tranche funded by each such Class C Conduit Investor or Class C Committed Note Purchaser into the Class C Base Rate Tranche at the end of an the then current Eurodollar Interest Periods with respect thereto or sooner, if required for the reasons set forth in clause (i), (ii) or (iii) above, as the case may be. (d) If a Class D Conduit Investor, a Class D Committed Note Purchaser or the related Class D Majority Program Support Providers shall have reasonably determined that: (i) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to all the related Reference Lenders in the relevant market; (ii) by reason of circumstances affecting all the related Reference Lenders' relevant market, adequate means do not exist for ascertaining the interest period agreed rate applicable hereunder to the Class D Eurodollar Tranche; or (iii) such Class D Conduit Investor, such Class D Committed Note Purchaser or set pursuant heretothe related Class D Majority Program Support Providers have notified the related Class D Funding Agent and HVF II that, with respect to any interest rate otherwise applicable hereunder to the Class D Eurodollar Tranche, the foregoing procedure Eurodollar Interest Period for which has not then commenced, such interest rate will not adequately reflect the cost to such Class D Conduit Investor, such Class D Committed Note Purchaser or such Class D Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion of such Class D Eurodollar Tranche for such Eurodollar Interest Period, then, upon notice from such Class D Conduit Investor, such Class D Committed Note Purchaser or the related Class D Majority Program Support Providers to such Class D Funding Agent and HVF II, the obligations of such Class D Conduit Investor, such Class D Committed Note Purchaser and all of the related Class D Program Support Providers to make or continue any Class D Advance as, or to convert any Class D Advances into, the Class D Eurodollar Tranche shall forthwith be repeated suspended until such Class D Funding Agent shall notify HVF II that the circumstances causing such suspension no longer exist, and such Class D Investor Group shall immediately convert the portion of the Class D Eurodollar Tranche funded by each such Class D Conduit Investor or Class D Committed Note Purchaser into the Class D Base Rate Tranche at the end of the then current Eurodollar Interest Periods with respect thereto or sooner, if required for the reasons set forth in clause (i), (ii) or (iii) above, as often as the case may be necessarybe.

Deposits Unavailable. If, on or after If the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Administrative Agent shall have determined that: a) Dollar deposits in the relevant amount and for the relevant Interest Period are not available to each Reference Bank in its relevant market, ; or b) by reason of circumstances affecting the Reference Banks’ relevant markets, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans for the relevant Interest Period, ; or c) in the event that the Borrower is paying interest at the floating rate, the cost to Option B Lenders that in the aggregate hold more than 50% or more of the aggregate outstanding unpaid principal amount of the Loan then held by Option B Lenders, if any Lender shall have entered into an Option B Interest Make-Up Agreement, of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Rate (provided, that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date)Rate, then the Facility Administrative Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Administrative Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Administrative Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Administrative Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect at the end of the Interest Period current at the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Applicable Margin and the lesser of (x) the cost to each of the Lenders of funding their respective portions of the Loan (the “Funding Costs”) and (y) the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (or, in the case of clause (c) above, the lesser of (x) the cost to the Option B Lenders of funding the portion of the Loan held by such Option B Lenders and (y) such weighted average). The Facility Administrative Agent shall furnish a certificate to the Borrower as soon as reasonably practicable after the Facility Administrative Agent has given such Determination Notice setting forth such raterate and certifying that the rate set forth therein accurately reflects the Funding Costs. In the event that the circumstances described in (NY) 18002/039/▇▇▇▇.▇▇▇.▇▇▇▇/hull.677.loan.agt.doc this Section 4.2 shall extend beyond the end of an interest period agreed or set pursuant hereto, the foregoing procedure shall be repeated as often as may be necessary.

Deposits Unavailable. If(a) If a Class A Conduit Investor, on a Class A Committed Note Purchaser or after the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender related Class A Majority Program Support Providers shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Agent shall have reasonably determined that:: WEIL:\95470638\23\52399.0041 a(i) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to each all the related Reference Bank Lenders in its the relevant market, or; b(ii) by reason of circumstances affecting all the related Reference Banks’ Lenders' relevant marketsmarket, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans the Class A Eurodollar Tranche; or (iii) such Class A Conduit Investor, such Class A Committed Note Purchaser or the related Class A Majority Program Support Providers have notified the related Class A Funding Agent and HVF II that, with respect to any interest rate otherwise applicable hereunder to the Class A Eurodollar Tranche, the Eurodollar Interest Period for which has not then commenced, such interest rate will not adequately reflect the relevant cost to such Class A Conduit Investor, such Class A Committed Note Purchaser or such Class A Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion of such Class A Eurodollar Tranche for such Eurodollar Interest Period, or c) then, upon notice from such Class A Conduit Investor, such Class A Committed Note Purchaser or the cost related Class A Majority Program Support Providers to Option B Lenders that in such Class A Funding Agent and HVF II, the aggregate hold more than 50% obligations of such Class A Conduit Investor, such Class A Committed Note Purchaser and all of the aggregate outstanding principal amount related Class A Program Support Providers to make or continue any Class A Advance as, or to convert any Class A Advances into, the Class A Eurodollar Tranche shall forthwith be suspended until such Class A Funding Agent shall notify HVF II that the circumstances causing such suspension no longer exist, and such Class A Investor Group shall immediately convert the portion of the Loan then held Class A Eurodollar Tranche funded by Option B Lenders, if any Lender shall have entered each such Class A Conduit Investor or Class A Committed Note Purchaser into an Option B Interest Make-Up Agreement, of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Class A Base Rate (provided, that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), then the Facility Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect Tranche at the end of the then current Eurodollar Interest Period current at Periods with respect thereto or sooner, if required for the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (or, reasons set forth in the case of clause (ci), (ii) or (iii) above, as the lesser case may be. (b) If a Class B Conduit Investor, a Class B Committed Note Purchaser or the related Class B Majority Program Support Providers shall have reasonably determined that: (i) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to all the related Reference Lenders in the relevant market; (ii) by reason of circumstances affecting all the related Reference Lenders' relevant market, adequate means do not exist for WEIL:\95470638\23\52399.0041 ascertaining the interest rate applicable hereunder to the Class B Eurodollar Tranche; or (xiii) such Class B Conduit Investor, such Class B Committed Note Purchaser or the related Class B Majority Program Support Providers have notified the related Class B Funding Agent and HVF II that, with respect to any interest rate otherwise applicable hereunder to the Class B Eurodollar Tranche, the Eurodollar Interest Period for which has not then commenced, such interest rate will not adequately reflect the cost to such Class B Conduit Investor, such Class B Committed Note Purchaser or such Class B Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion of such Class B Eurodollar Tranche for such Eurodollar Interest Period, then, upon notice from such Class B Conduit Investor, such Class B Committed Note Purchaser or the Option related Class B Lenders Majority Program Support Providers to such Class B Funding Agent and HVF II, the obligations of funding such Class B Conduit Investor, such Class B Committed Note Purchaser and all of the related Class B Program Support Providers to make or continue any Class B Advance as, or to convert any Class B Advances into, the Class B Eurodollar Tranche shall forthwith be suspended until such Class B Funding Agent shall notify HVF II that the circumstances causing such suspension no longer exist, and such Class B Investor Group shall immediately convert the portion of the Loan held Class B Eurodollar Tranche funded by each such Option Class B Lenders and (y) such weighted average). The Facility Agent shall furnish a certificate to Conduit Investor or Class B Committed Note Purchaser into the Borrower as soon as reasonably practicable after the Facility Agent has given such Determination Notice setting forth such rate. In the event that the circumstances described in this Section 4.2 shall extend beyond Class B Base Rate Tranche at the end of an interest period agreed the then current Eurodollar Interest Periods with respect thereto or sooner, if required for the reasons set pursuant heretoforth in clause (i), (ii) or (iii) above, as the foregoing procedure shall be repeated as often as case may be necessarybe.

Deposits Unavailable. If(a) If a Class A Conduit Investor, on a Class A Committed Note Purchaser or after the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender related Class A Majority Program Support Providers shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Agent shall have reasonably determined that: a(i) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to each all the related Reference Bank Lenders in its the relevant market, or; b(ii) by reason of circumstances affecting all the related Reference Banks’ Lenders' relevant marketsmarket, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans the Class A Eurodollar Tranche; or (iii) such Class A Conduit Investor, such Class A Committed Note Purchaser or the related Class A Majority Program Support Providers have notified the related Class A Funding Agent and HVF II that, with respect to any interest rate otherwise applicable hereunder to the Class A Eurodollar Tranche, the Eurodollar Interest Period for which has not then commenced, such interest rate will not adequately reflect the relevant cost to such Class A Conduit Investor, such Class A Committed Note Purchaser or such Class A Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion of such Class A Eurodollar Tranche for such Eurodollar Interest Period, or c) then, upon notice from such Class A Conduit Investor, such Class A Committed Note Purchaser or the cost related Class A Majority Program Support Providers to Option B Lenders that in such Class A Funding Agent and HVF II, the aggregate hold more than 50% obligations of such Class A Conduit Investor, such Class A Committed Note Purchaser and all of the aggregate outstanding principal amount related Class A Program Support Providers to make or continue any Class A Advance as, or to convert any Class A Advances into, the Class A Eurodollar Tranche shall forthwith be suspended until such Class A Funding Agent shall notify HVF II that the circumstances causing such suspension no longer exist, and such Class A Investor Group shall immediately convert the portion of the Loan then held Class A Eurodollar Tranche funded by Option B Lenders, if any Lender shall have entered each such Class A Conduit Investor or Class A Committed Note Purchaser into an Option B Interest Make-Up Agreement, of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Class A Base Rate (provided, that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), then the Facility Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect Tranche at the end of the then current Eurodollar Interest Period current at Periods with respect thereto or sooner, if required for the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (or, reasons set forth in the case of clause (ci), (ii) or (iii) above, as the lesser case may be. (b) If a Class B Conduit Investor, a Class B Committed Note Purchaser or the related Class B Majority Program Support Providers shall have reasonably determined that: (i) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to all the related Reference Lenders in the relevant market; (ii) by reason of circumstances affecting all the related Reference Lenders' relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to the Class B Eurodollar Tranche; or (xiii) such Class B Conduit Investor, such Class B Committed Note Purchaser or the related Class B Majority Program Support Providers have notified the related Class B Funding Agent and HVF II that, with respect to any interest rate otherwise applicable hereunder to the Class B Eurodollar Tranche, the Eurodollar Interest Period for which has not then commenced, such interest rate will not adequately reflect the cost to such Class B Conduit Investor, such Class B Committed Note Purchaser or such Class B Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion of such Class B Eurodollar Tranche for such Eurodollar Interest Period, then, upon notice from such Class B Conduit Investor, such Class B Committed Note Purchaser or the Option related Class B Lenders Majority Program Support Providers to such Class B Funding Agent and HVF II, the obligations of funding such Class B Conduit Investor, such Class B Committed Note Purchaser and all of the related Class B Program Support Providers to make or continue any Class B Advance as, or to convert any Class B Advances into, the Class B Eurodollar Tranche shall forthwith be suspended until such Class B Funding Agent shall notify HVF II that the circumstances causing such suspension no longer exist, and such Class B Investor Group shall immediately convert the portion of the Loan held Class B Eurodollar Tranche funded by each such Option Class B Lenders and (y) such weighted average). The Facility Agent shall furnish a certificate to Conduit Investor or Class B Committed Note Purchaser into the Borrower as soon as reasonably practicable after the Facility Agent has given such Determination Notice setting forth such rate. In the event that the circumstances described in this Section 4.2 shall extend beyond Class B Base Rate Tranche at the end of an interest period agreed the then current Eurodollar Interest Periods with respect thereto or sooner, if required for the reasons set pursuant heretoforth in clause (i), (ii) or (iii) above, as the foregoing procedure shall be repeated as often as case may be necessarybe.

Deposits Unavailable. If, on or after If the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Administrative Agent shall have determined that: a) Dollar deposits in the relevant amount and for the relevant Interest Period are not available to each Reference Bank in its relevant market, ; or b) by reason of circumstances affecting the Reference Banks’ relevant markets, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans for the relevant Interest Period, ; or c) in the event that the Borrower is paying interest at the floating rate, the cost to Option B Lenders that in the aggregate hold more than 50% or more of the aggregate outstanding unpaid principal amount of the Loan then held by Option B Lenders, if any Lender shall have entered into an Option B Interest Make-Up Agreement, of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Rate (provided, that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date)Rate, then the Facility Administrative Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Administrative Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Administrative Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Administrative Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect at the end of the Interest Period current at the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Applicable Margin and the lesser of (x) the cost to each of the Lenders of funding their respective portions of the Loan (the “Funding Costs”) and (y) the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (or, in the case of clause (c) above, the lesser of (x) the cost to the Option B Lenders of funding the portion of the Loan held by such Option B Lenders and (y) such weighted average). The Facility Administrative Agent shall furnish a certificate to the Borrower as soon as reasonably practicable after the Facility Administrative Agent has given such Determination Notice setting forth such raterate and certifying that the rate set forth therein accurately reflects the Funding Costs. In the event that the circumstances described in (NY) 18002/039/SOLSTICE2/solstice.2.loan.agt.doc this Section 4.2 shall extend beyond the end of an interest period agreed or set pursuant hereto, the foregoing procedure shall be repeated as often as may be necessary.

Deposits Unavailable. If, on or after the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Administrative Agent shall have determined that: a) Dollar deposits in the relevant amount and for the relevant Interest Period are not available to each Reference Bank in its relevant market, or b) by reason of circumstances affecting the Reference Banks’ relevant markets, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans for the relevant Interest Period, or c) the cost to the Refinancing Bank, in the event the Borrower has elected the Floating Rate pursuant to Section 3.3.2, or the cost to Option B Lenders that in the aggregate hold more than 50% of the aggregate outstanding unpaid principal amount of the Loan then held by Option B Lenders, if any Lender shall have entered into an Option B Interest Make-Up Agreement, in each case of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Rate (provided, that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date)Rate, then the Facility Administrative Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Administrative Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Administrative Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Administrative Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect at the end of the Interest Period current at the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the lesser of (x) the cost to the Refinancing (NY) 18002/039/SOLSTICE4/solstice.4.loan.agt.doc Bank of funding the portion of the Loan financed by the Refinancing Bank and (y) the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (or, in the case of clause (c) above, the lesser of (x) the cost to the Option B Lenders of funding the portion of the Loan held by such Option B Lenders and (y) such weighted average). The Facility Administrative Agent shall furnish a certificate to the Borrower as soon as reasonably practicable after the Facility Administrative Agent has given such Determination Notice setting forth such rate. In the event that the circumstances described in this Section 4.2 shall extend beyond the end of an interest period agreed or set pursuant hereto, the foregoing procedure shall be repeated as often as may be necessary.

Deposits Unavailable. If(a) If a Class A Conduit Investor, on a Class A Committed Note Purchaser or after the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender related Class A Majority Program Support Providers shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Agent shall have reasonably determined that:: WEIL:\96021878\3\52399.0016 a(i) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to each all the related Reference Bank Lenders in its the relevant market, or; b(ii) by reason of circumstances affecting all the related Reference Banks’ Lenders' relevant marketsmarket, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans the Class A Eurodollar Tranche; or (iii) such Class A Conduit Investor, such Class A Committed Note Purchaser or the related Class A Majority Program Support Providers have notified the related Class A Funding Agent and HVF II that, with respect to any interest rate otherwise applicable hereunder to the Class A Eurodollar Tranche, the Eurodollar Interest Period for which has not then commenced, such interest rate will not adequately reflect the relevant cost to such Class A Conduit Investor, such Class A Committed Note Purchaser or such Class A Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion of such Class A Eurodollar Tranche for such Eurodollar Interest Period, or c) then, upon notice from such Class A Conduit Investor, such Class A Committed Note Purchaser or the cost related Class A Majority Program Support Providers to Option B Lenders that in such Class A Funding Agent and HVF II, the aggregate hold more than 50% obligations of such Class A Conduit Investor, such Class A Committed Note Purchaser and all of the aggregate outstanding principal amount related Class A Program Support Providers to make or continue any Class A Advance as, or to convert any Class A Advances into, the Class A Eurodollar Tranche shall forthwith be suspended until such Class A Funding Agent shall notify HVF II that the circumstances causing such suspension no longer exist, and such Class A Investor Group shall immediately convert the portion of the Loan then held Class A Eurodollar Tranche funded by Option B Lenders, if any Lender shall have entered each such Class A Conduit Investor or Class A Committed Note Purchaser into an Option B Interest Make-Up Agreement, of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Class A Base Rate (provided, that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), then the Facility Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect Tranche at the end of the then current Eurodollar Interest Period current at Periods with respect thereto or sooner, if required for the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (or, reasons set forth in the case of clause (ci), (ii) or (iii) above, as the lesser case may be. (b) If a Class B Conduit Investor, a Class B Committed Note Purchaser or the related Class B Majority Program Support Providers shall have reasonably determined that: (i) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to all the related Reference Lenders in the relevant market; (ii) by reason of circumstances affecting all the related Reference Lenders' relevant market, adequate means do not exist for WEIL:\96021878\3\52399.0016 ascertaining the interest rate applicable hereunder to the Class B Eurodollar Tranche; or (xiii) such Class B Conduit Investor, such Class B Committed Note Purchaser or the related Class B Majority Program Support Providers have notified the related Class B Funding Agent and HVF II that, with respect to any interest rate otherwise applicable hereunder to the Class B Eurodollar Tranche, the Eurodollar Interest Period for which has not then commenced, such interest rate will not adequately reflect the cost to such Class B Conduit Investor, such Class B Committed Note Purchaser or such Class B Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion of such Class B Eurodollar Tranche for such Eurodollar Interest Period, then, upon notice from such Class B Conduit Investor, such Class B Committed Note Purchaser or the Option related Class B Lenders Majority Program Support Providers to such Class B Funding Agent and HVF II, the obligations of funding such Class B Conduit Investor, such Class B Committed Note Purchaser and all of the related Class B Program Support Providers to make or continue any Class B Advance as, or to convert any Class B Advances into, the Class B Eurodollar Tranche shall forthwith be suspended until such Class B Funding Agent shall notify HVF II that the circumstances causing such suspension no longer exist, and such Class B Investor Group shall immediately convert the portion of the Loan held Class B Eurodollar Tranche funded by each such Option Class B Lenders and (y) such weighted average). The Facility Agent shall furnish a certificate to Conduit Investor or Class B Committed Note Purchaser into the Borrower as soon as reasonably practicable after the Facility Agent has given such Determination Notice setting forth such rate. In the event that the circumstances described in this Section 4.2 shall extend beyond Class B Base Rate Tranche at the end of an interest period agreed the then current Eurodollar Interest Periods with respect thereto or sooner, if required for the reasons set pursuant heretoforth in clause (i), (ii) or (iii) above, as the foregoing procedure shall be repeated as often as case may be necessarybe.

Deposits Unavailable. If, on or after If the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Administrative Agent shall have determined that: (a) Dollar deposits in the relevant amount and for the relevant Interest Period are not available to each Reference Bank in its relevant market, or b) by reason of circumstances affecting the Reference Banks’ relevant marketsmarket, adequate and reasonable means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans for the relevant Interest Period, Eurodollar Advances; or c(b) with respect to any interest rate otherwise applicable hereunder to any Eurodollar Advances the cost to Option B Lenders that Eurodollar Interest Accrual Period for which has not then commenced, Investor Groups holding in the aggregate hold more than 50% of the aggregate outstanding principal amount of the Loan then held by Option B Lenders, if any Lender shall Eurodollar Advances have entered into an Option B Interest Make-Up Agreement, of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Rate (provided, determined that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), then the Facility Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period will not adequately reflect the cost to them of funding, agreeing to fund or maintaining such Eurodollar Advances for such Eurodollar Interest Accrual Period, then, upon notice from the Administrative Agent (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect at the end of the Interest Period current at the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (orwhich, in the case of clause (cb) above, the lesser Administrative Agent shall give upon obtaining actual knowledge that such percentage of (xthe Investor Groups have so determined) the cost to the Option B Lenders of funding Funding Agents, the portion ManagerManagers and the IssuerCo-Issuers , the obligations of the Loan held by such Option B Lenders and (y) such weighted average). The Facility Agent shall furnish Investors to fund or maintain any Advance as a certificate to the Borrower as soon as reasonably practicable Eurodollar Advance after the Facility end of the then-current Eurodollar Interest Accrual Period, if any, with respect thereto shall forthwith be suspended and on the date such notice is given such Advances will convert to Base Rate Advances until the Administrative Agent has given such Determination Notice setting forth such rate. In notified the event Funding Agents and the IssuerCo-Issuers that the circumstances described in this Section 4.2 shall extend beyond causing such suspension no longer exist. If at any time the end of an interest period agreed or set pursuant hereto, the foregoing procedure Administrative Agent determines (which determination shall be repeated as often conclusive absent manifest error) that (i) the circumstances set forth in Section 3.04 (a) or (b) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 3.04 (a) or (b) have not arisen but the supervisor for the administrator referred to in the definition of “Eurodollar Funding Rate” or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Eurodollar Funding Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the IssuerCo-Issuers shall endeavor to establish an alternate rate of interest to the Eurodollar Funding Rate (any such proposed rate, a “LIBOR Successor Rate”) that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be necessaryapplicable, including LIBOR Successor Rate Conforming Changes (as defined below); provided, that (i) if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement and (ii) any LIBOR Successor Rate proposed by the Administrative Agent shall be no less favorable to the IssuerCo-Issuers than comparable successor rates applied to other similarly situated issuers or borrowers under syndicated loan facilities and/or applied under other facilities under which the Administrative Agent functions in a similar capacity. Notwithstanding anything to the contrary in Section 9.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such LIBOR Successor Rate is provided to Investor Groups, written notice from the Investor Groups holding more than (i) if no single Investor Group holds more than 50% of the Commitments, 50% of the Commitments or (ii) if a single Investor Group holds more than 50% of the Commitments, two thirds of the Commitments; provided that the Commitment of any Defaulting Investor shall be disregarded in the determination of whether such threshold percentage of Commitments has been met (“Required Investor Groups”) (or, in the event there are only two Investor Groups, any one of such Investor Groups) stating that such Required Investor Groups reasonably object to such amendment.

Deposits Unavailable. If(a) If a Class A Conduit Investor, on a Class A Committed Note Purchaser or after the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender related Class A Majority Program Support Providers shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Agent shall have reasonably determined that: a(i) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to each all the related Reference Bank Lenders in its the relevant market, or; b(ii) by reason of circumstances affecting all the related Reference Banks’ Lenders' relevant marketsmarket, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans the Class A Eurodollar Tranche; or (iii) such Class A Conduit Investor, such Class A Committed Note Purchaser or the related Class A Majority Program Support Providers have notified the related Class A Funding Agent and HVF II that, with respect to any interest rate otherwise applicable hereunder to the Class A Eurodollar Tranche, the Eurodollar Interest Period for which has not then commenced, such interest rate will not adequately reflect the relevant cost to such Class A Conduit Investor, such Class A Committed Note Purchaser or such Class A WEIL:\95450705\27\52399.0041 Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion of such Class A Eurodollar Tranche for such Eurodollar Interest Period, or c) then, upon notice from such Class A Conduit Investor, such Class A Committed Note Purchaser or the cost related Class A Majority Program Support Providers to Option B Lenders that in such Class A Funding Agent and HVF II, the aggregate hold more than 50% obligations of such Class A Conduit Investor, such Class A Committed Note Purchaser and all of the aggregate outstanding principal amount related Class A Program Support Providers to make or continue any Class A Advance as, or to convert any Class A Advances into, the Class A Eurodollar Tranche shall forthwith be suspended until such Class A Funding Agent shall notify HVF II that the circumstances causing such suspension no longer exist, and such Class A Investor Group shall immediately convert the portion of the Loan then held Class A Eurodollar Tranche funded by Option B Lenders, if any Lender shall have entered each such Class A Conduit Investor or Class A Committed Note Purchaser into an Option B Interest Make-Up Agreement, of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Class A Base Rate (provided, that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), then the Facility Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect Tranche at the end of the then current Eurodollar Interest Period current at Periods with respect thereto or sooner, if required for the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (or, reasons set forth in the case of clause (ci), (ii) or (iii) above, as the lesser of (x) the cost to the Option B Lenders of funding the portion of the Loan held by such Option B Lenders and (y) such weighted average). The Facility Agent shall furnish a certificate to the Borrower as soon as reasonably practicable after the Facility Agent has given such Determination Notice setting forth such rate. In the event that the circumstances described in this Section 4.2 shall extend beyond the end of an interest period agreed or set pursuant hereto, the foregoing procedure shall be repeated as often as case may be necessarybe.

Deposits Unavailable. If, on or after If the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Agent shall have determined that: a) (a Dollar deposits in the relevant amount and for the relevant Interest Period are not available to each Reference Bank Scotiabank in its relevant market, ; or b) (b by reason of circumstances affecting the Reference Banks’ Scotiabank’s relevant marketsmarket, adequate means do not exist for ascertaining the interest rate applicable hereunder to Loans or that the LIBO Rate loans for the relevant Interest Period, or c) will not adequately or fairly reflect the cost to Option B the Lenders that in of making of maintaining Loans, then, the aggregate hold more than 50% of the aggregate outstanding principal amount of the Loan then held by Option B Lenders, if any Lender shall have entered into an Option B Interest Make-Up Agreement, of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Rate (provided, that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), then the Facility Agent shall promptly give the Borrower and each Lender notice of such determination thereof (hereinafter called a “Determination Notice”) containing particulars of the circumstances giving rise to such Determination Notice and: (i) If the Agent or the Borrower and each of the Lenders. The Borrowerso requires, the Lenders and the Facility Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) within 5 Business Days after the giving of such Determination Notice, the Facility Agent and the Borrower shall enter into negotiations with a view to agreeing on a reasonable alternative basis (the “Substitute Basis”) for making available or, as the case may be, maintaining its Loans, and any Substitute Basis that is agreed on shall take effect in accordance with its terms and be binding on each of the Agent, the Borrower and the Lenders. (ii) If the Agent and the Borrower have entered into such negotiations and an agreement is not reached within 10 Business Days of the date of entry into such negotiations, the Agent shall certify the Substitute Basis. The Substitute Basis may (after without limitation) include alternative interest periods, alternative currencies or alternative rates of interest, but shall include a margin above the cost of funds (including any additional costs) to such Lenders equivalent to the Applicable Margin. Each Substitute Basis so certified shall be binding upon the Borrower and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Agent notifies the Borrower and the Lenders that none of the circumstances specified in clauses (a) and (b) continues to exist, at which time the normal interest rate fixing provision of this Agreement shall apply. (iii) While any Substitute Basis remains in effect, the Agent in consultation with the LendersBorrower, shall review on a regular basis whether the circumstances referred to in clauses (a) set an and (b) still exist with a view to returning to the normal interest rate and an interest period (or interest periods), in each case to take effect at the end fixing provisions of the Interest Period current at the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or this Agreement if such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (or, in the case of clause (c) above, the lesser of (x) the cost to the Option B Lenders of funding the portion of the Loan held by such Option B Lenders and (y) such weighted average). The Facility Agent shall furnish a certificate to the Borrower as soon as reasonably practicable after the Facility Agent has given such Determination Notice setting forth such rate. In the event that the circumstances described in this Section 4.2 shall extend beyond the end of an interest period agreed or set pursuant hereto, the foregoing procedure shall be repeated as often as may be necessarydo not exist.

Deposits Unavailable. If, on or after If the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Administrative Agent shall have determined that: (a) Dollar deposits in the relevant amount and for the relevant Interest Period are not available to each Reference Bank in its relevant market, or b) by reason of circumstances affecting the Reference Banks’ relevant marketsmarket, adequate and reasonable means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans for the relevant Interest Period, Eurodollar Advances; or c(b) with respect to any interest rate otherwise applicable hereunder to any Eurodollar Advances the cost to Option B Lenders that Eurodollar Interest Accrual Period for which has not then commenced, Investor Groups holding in the aggregate hold more than 50% of the aggregate outstanding principal amount of the Loan then held by Option B Lenders, if any Lender shall Eurodollar Advances have entered into an Option B Interest Make-Up Agreement, of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Rate (provided, determined that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), then the Facility Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period will not adequately reflect the cost to them of funding, agreeing to fund or maintaining such Eurodollar Advances for such Eurodollar Interest Accrual Period, then, upon notice from the Administrative Agent (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect at the end of the Interest Period current at the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (orwhich, in the case of clause (cb) above, the lesser Administrative Agent shall give upon obtaining actual knowledge that such percentage of (xthe Investor Groups have so determined) the cost to the Option B Lenders of funding Funding Agents, the portion Manager and the Master Issuer, the obligations of the Loan held by Investors to fund or maintain any Advance as a Eurodollar Advance after the end of the then-current Eurodollar Interest Accrual Period, if any, with respect thereto shall forthwith be suspended and on the date such Option B Lenders notice is given such Advances will convert to Base Rate Advances until the Administrative Agent has notified the Funding Agents and (y) the Master Issuer that the circumstances causing such weighted average)suspension no longer exist. The Facility Agent shall furnish a certificate Notwithstanding the foregoing or any other provision of this Agreement to the Borrower as soon as reasonably practicable after the Facility Agent has given such Determination Notice setting forth such rate. In contrary, in the event that the circumstances described in this Section 4.2 shall extend beyond Eurodollar Funding Rate (or the end of an interest period agreed or set pursuant heretopublication thereof) is discontinued at any time, the foregoing procedure Administrative Agent and the Master Issuer may, and shall be repeated as often as may be necessarynegotiate in good faith to, amend this Agreement to provide for a reference rate to replace the Eurodollar Funding Rate (taking into account any then-prevailing market conventions for such a replacement rate and including a zero floor); provided that until such amendment is effective, the Advances will bear interest at the Base Rate without giving effect to clause (a)(B) of the definition thereof.

Deposits Unavailable. If, on or after If the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Administrative Agent shall have determined that: (a) Dollar deposits in the relevant amount and for the relevant Interest Period are not available to each Reference Bank in its relevant market, or b) by reason of circumstances affecting the Reference Banks’ relevant marketsmarket, adequate and reasonable means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans for the relevant Interest Period, Eurodollar Advances; or c(b) with respect to any interest rate otherwise applicable hereunder to any Eurodollar Advances the cost to Option B Lenders that Eurodollar Interest Accrual Period for which has not then commenced, Investor Groups holding in the aggregate hold more than 50% of the aggregate outstanding principal amount of the Loan then held by Option B Lenders, if any Lender shall Eurodollar Advances have entered into an Option B Interest Make-Up Agreement, of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Rate (provided, determined that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), then the Facility Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period will not adequately reflect the cost to them of funding, agreeing to fund or maintaining such Eurodollar Advances for such Eurodollar Interest Accrual Period, then, upon notice from the Administrative Agent (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect at the end of the Interest Period current at the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (orwhich, in the case of clause (cb) above, the lesser Administrative Agent shall give upon obtaining actual knowledge that such percentage of the Investor Groups have so determined) to the Funding Agents, the Manager and the Master Issuer, the obligations of the Investors to fund or maintain any Advance as a Eurodollar Advance after the end of the then-current Eurodollar Interest Accrual Period, if any, with respect thereto shall forthwith be suspended and on the date such notice is given such Advances will convert to Base Rate Advances until the Administrative Agent has notified the Funding Agents and the Master Issuer that the circumstances causing such suspension no longer exist. Notwithstanding the foregoing, if at any time (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that the circumstances set forth in Section 3.04 (a) or (b) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 3.04 (a) or (b) have not arisen but the supervisor for the administrator referred to in the definition of “Eurodollar Funding Rate” or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Eurodollar Funding Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Master Issuer shall endeavor in good faith to establish an alternate rate of interest to the Eurodollar Funding Rate (any such proposed rate, a “LIBOR Successor Rate”) that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable, including LIBOR Successor Rate Conforming Changes (as defined below); provided, that (i) if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement and (ii) any LIBOR Successor Rate proposed by the Administrative Agent shall be no less favorable to the Master Issuer than comparable successor rates applied to other similarly situated issuers or borrowers under syndicated loan facilities and/or applied under other facilities under which the Administrative Agent functions in a similar capacity; provided, further, that if any of the circumstances set forth in Section 3.04(a) or (b) have arisen, until such amendment is effective, the Advances will bear interest at the Base Rate without giving effect to clause (a)(i)(C) of the definition thereof. Notwithstanding anything to the contrary in Section 9.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to Investor Groups, written notice from (x) the cost to the Option B Lenders of funding the portion if no single Investor Group holds more than 50% of the Loan held by such Option B Lenders and Commitments, the Investor Groups holding more than 50% of the Commitments or (y) such weighted average). The Facility Agent shall furnish if a certificate to single Investor Group holds more than 50% of the Borrower as soon as reasonably practicable after Commitments, two-thirds of the Facility Agent has given such Determination Notice setting forth such rate. In the event Commitments (provided in either case that the circumstances described in this Section 4.2 shall extend beyond the end Commitment of an interest period agreed or set pursuant hereto, the foregoing procedure any Defaulting Investor shall be repeated as often as may be necessarydisregarded in the determination of whether such threshold percentage of Commitments has been met) stating that such Investor Groups reasonably object to such amendment.

Deposits Unavailable. (a) If, on or after before the date on which all or any portion of any Pro-Rata Revolving Loan bearing interest in respect of the Borrower elects LIBO Rate is to be made, maintained, or continued the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Administrative Agent shall have determined (which determination shall be conclusive and binding), with respect to that Pro-Rata Revolving Loan that: a(i) Dollar deposits Deposits in the relevant amount and the relevant Available Currency and for the relevant Interest Period are not available available, if and when applicable, to each none of the Reference Bank Lenders in its the relevant market, or b(ii) by reason of circumstances affecting the Reference Banks’ relevant markets, London interbank market adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans for under this Agreement in respect of the relevant Interest PeriodLIBO Rate, or c) then, upon notice from the cost Administrative Agent to Option B Lenders that in Micro and the aggregate hold more than 50% Lenders, the obligations of the aggregate outstanding principal amount of the Lenders to make or continue any Pro-Rata Revolving Loan then held by Option B Lenders, if any Lender shall have entered into an Option B Interest Make-Up Agreement, of obtaining matching deposits bearing interest in the relevant interbank market for the relevant Interest Period would be in excess respect of the LIBO Rate (provided, that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to in such Available Currency under SECTIONS 3.1 and 4.2.3 shall forthwith be suspended until the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), then the Facility Administrative Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower notify Micro and each of the Lenders. The Borrower, the Lenders that the circumstances causing such suspension no longer exist. (b) If a notification under this SECTION 5.2 applies to Loan which is outstanding and the Facility Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period (or interest periods) that is not going to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect converted at the end of its Interest Period to another Available Currency for which the LIBO Rate is available, then, notwithstanding any other provision of this EUROPEAN CREDIT AGREEMENT 54 Agreement: (i) within five Business Days of receipt of the notification, the Borrowers and the Administrative Agent shall enter into negotiations for a period of not more than 30 days with a view to agreeing an alternative basis for determining the rate of interest and/or funding applicable to that Loan at the end of its applicable Interest Period; (ii) any alternative basis agreed under CLAUSE (i) above shall be, with the prior consent of all the Lenders, binding on all of the Obligors and Lender Parties; (iii) if no alternative basis is agreed, each Lender shall (through the Administrative Agent) certify on or before the last day of the Interest Period current at to which the date notification relates an alternative basis for maintaining its participation in that Loan; (iv) any such alternative basis may include an alternative method of fixing the Determination Noticeinterest rate, which rate (alternative Interest Periods or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (or, in the case of clause (c) above, the lesser of (x) alternative currencies but it must reflect the cost to the Option B Lenders Lender of funding the portion of its participation in the Loan held by such Option B Lenders and from whatever sources it may select plus the Applicable Margin; and (yv) such weighted average). The Facility Agent shall furnish a certificate to the Borrower as soon as reasonably practicable after the Facility Agent has given such Determination Notice setting forth such rate. In the event that the circumstances described in this Section 4.2 shall extend beyond the end of an interest period agreed or set pursuant hereto, the foregoing procedure each alternative basis so certified shall be repeated binding on the Obligors and the certifying Lender and treated as often as may be necessarypart of this Agreement.

Deposits Unavailable. If, on or after the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Administrative Agent shall have determined that: a) Dollar deposits in the relevant amount and for the relevant Interest Period are not available to each Reference Bank in its relevant market, ; or b) by reason of circumstances affecting the Reference Banks’ relevant markets, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans for the relevant Interest Period, or, c) the cost to the Refinancing Bank, in the event the Borrower has elected the Floating Rate pursuant to Section 3.3.2, or the cost to Option B Lenders that in the aggregate hold more than 50% of the aggregate outstanding unpaid principal amount of the Loan then held by Option B Lenders, if any Lender shall have entered into an Option B Interest Make-Up Agreement, in each case of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Rate (provided, that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date)Rate, then the Facility Administrative Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Administrative Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Administrative Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Administrative Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect at the end of the Interest Period current at the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the lesser of (x) the cost to the Refinancing Bank of funding the portion of the Loan financed by the Refinancing Bank and (y) the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (or, in the case of clause (c) above, the lesser of (x) the cost to the Option B Lenders of funding the portion of the Loan held by such Option B Lenders and (y) such weighted average). The Facility Administrative Agent shall furnish a certificate to the Borrower as soon as reasonably practicable after the Facility Administrative Agent has given such Determination Notice setting forth such rate. In the event that the circumstances described in this Section 4.2 shall extend beyond the end of an interest period agreed or set pursuant hereto, the foregoing procedure shall be repeated as often as may be necessary.

Deposits Unavailable. If, on or after the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if (a) If any Lender shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Agent Participant shall have determined that: a(i) Dollar deposits in the relevant amount and for the relevant Interest Period are not available to each Reference Bank such Participant in its relevant market, ; or b(ii) by reason of circumstances affecting the Reference Banks’ such Participant’s relevant marketsmarket, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans for applicable to such Participant’s Loans or Lessor Amount, then, upon notice from such Participant to the relevant Interest PeriodLessee and the other Participants, or c(x) the cost to Option B Lenders that in the aggregate hold more than 50% obligations of the aggregate Participants to make available Loans or Lessor Amount on a LIBO Rate basis, as the case may be, shall be suspended and (y) each outstanding principal amount Loan and Lessor Amount, as the case may be, of the Loan affected Participant shall begin to bear Interest or accrue Yield at the Alternate Base Rate on the last day of the then held by Option B Lenderscurrent Interest Period applicable thereto. (b) Notwithstanding the foregoing, if at any Lender time the Administrative Agent determines (which determination shall have entered into an Option B Interest Make-Up Agreementbe conclusive absent manifest error), of obtaining matching deposits in or the relevant interbank market Lessee or Parent Guarantor notifies the Administrative Agent that it has determined, that (i) adequate and reasonable means do not exist for the relevant Interest Period would be in excess of ascertaining the LIBO Rate (providedincluding because the LIBOR Screen Rate is not available or published on a current basis), for a Loan or Lessor Amount or for the applicable Interest Period and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in subclause (i) above have not arisen but any of (w) the supervisor for the administrator of the LIBOR Screen Rate has made a public statement that the administrator of the LIBOR Screen Rate is insolvent (and there is no Option B Lender successor administrator that will continue publication of the LIBOR Screen Rate), (x) the administrator of the LIBOR Screen Rate has made a public statement identifying a specific date after which the LIBOR Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBOR Screen Rate), (y) the supervisor for the administrator of the LIBOR Screen Rate has made a public statement identifying a specific date after which the LIBOR Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Screen Rate may exercise its rights pursuant no longer be used for determining interest rates for loans, then the Administrative Agent and the Lessee shall endeavor to this Section 4.2.c) for amounts up establish an alternate rate of interest or yield to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such date)time, then and shall enter into an amendment to this Participation Agreement to reflect such alternate rate of interest or yield and such other related changes (including any mathematical or other adjustments to the Facility benchmark (if any) incorporated therein) to this Participation Agreement as may be applicable; provided that, if such alternate rate of interest or yield as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Participation Agreement. Notwithstanding anything to the contrary in Section 15.5, such amendment shall become effective without any further action or consent of any other party to this Participation Agreement so long as the Administrative Agent shall give not have received, within five (5) Business Days of the date notice of such determination (hereinafter called a “Determination Notice”) alternate rate of interest or yield, as applicable, is provided to the Borrower and each Participants, a written notice from the Required Participants stating that such Required Participants object to such amendment. Until an alternate rate of the Lenders. The Borrowerinterest or yield, the Lenders and the Facility Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borroweras applicable, the Lenders and the Facility Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect at the end of the Interest Period current at the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ servicedetermined in accordance with this Section 14.2(b) (orbut, in the case of clause (c) above, the lesser of (x) the cost to the Option B Lenders of funding the portion of the Loan held by such Option B Lenders and (y) such weighted average). The Facility Agent shall furnish a certificate to the Borrower as soon as reasonably practicable after the Facility Agent has given such Determination Notice setting forth such rate. In the event that the circumstances described in subclause (ii)(w), subclause (ii)(x) or subclause (ii)(y) of the first sentence of this Section 4.2 shall extend beyond 14.2(b), only to the end extent the LIBOR Screen Rate for such Interest Period is not available or published at such time on a current basis), (A) the obligations of an interest period agreed the Participants to make available Loans or set pursuant heretoLessor Amount on a LIBO Rate basis, as the foregoing procedure case may be, shall be repeated suspended and (B) each outstanding Loan and Lessor Amount, as often as the case may be necessarybe, of the affected Participant shall begin to bear Interest or accrue Yield at the Alternate Base Rate on the last day of the then current Interest Period applicable thereto.

Deposits Unavailable. If, on or after If the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Administrative Agent shall have determined that: (a) Dollar deposits in the relevant amount and for the relevant Interest Period are not available to each Reference Bank in its relevant market, or b) by reason of circumstances affecting the Reference Banks’ relevant marketsmarket, adequate and reasonable means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans for the relevant Interest Period, Eurodollar Advances; or c(b) with respect to any interest rate otherwise applicable hereunder to any Eurodollar Advances the cost to Option B Lenders that Eurodollar Interest Accrual Period for which has not then commenced, Investor Groups holding in the aggregate hold more than 50% of the aggregate outstanding principal amount of the Loan then held by Option B Lenders, if any Lender shall Eurodollar Advances have entered into an Option B Interest Make-Up Agreement, of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Rate (provided, determined that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), then the Facility Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period will not adequately reflect the cost to them of funding, agreeing to fund or maintaining such Eurodollar Advances for such Eurodollar Interest Accrual Period, then, upon notice from the Administrative Agent (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect at the end of the Interest Period current at the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (orwhich, in the case of clause (cb) above, the lesser Administrative Agent shall give upon obtaining actual knowledge that such percentage of (xthe Investor Groups have so determined) the cost to the Option B Lenders of funding Funding Agents, the portion Manager and the Master Issuer, the obligations of the Loan held by such Option B Lenders and (y) such weighted average). The Facility Agent shall furnish Investors to fund or maintain any Advance as a certificate to the Borrower as soon as reasonably practicable Eurodollar Advance after the Facility end of the then-current Eurodollar Interest Accrual Period, if any, with respect thereto shall forthwith be suspended and on the date such notice is given such Advances will convert to Base Rate Advances until the Administrative Agent has given such Determination Notice setting forth such rate. In notified the event Funding Agents and the Master Issuer that the circumstances described in this Section 4.2 shall extend beyond causing such suspension no longer exist. If at any time the end of an interest period agreed or set pursuant hereto, the foregoing procedure Administrative Agent determines (which determination shall be repeated as often conclusive absent manifest error) that (i) the circumstances set forth in Sections 3.04(a) or (b) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Sections 3.04(a) or (b) have not arisen but the supervisor for the administrator referred to in the definition of “Eurodollar Funding Rate” or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Eurodollar Funding Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Master Issuer shall endeavor to establish an alternate rate of interest to the Eurodollar Funding Rate (any such proposed rate, a “LIBOR Successor Rate”) that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be necessaryapplicable, including LIBOR Successor Rate Conforming Changes (as defined below); provided, that (i) if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement and (ii) any LIBOR Successor Rate proposed by the Administrative Agent shall be no less favorable to the Master Issuer than comparable successor rates applied to other similarly situated issuers or borrowers under syndicated loan facilities and/or applied under other facilities under which the Administrative Agent functions in a similar capacity. Notwithstanding anything to the contrary in Section 9.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to Investor Groups, written notice from the Investor Groups (or, in the event there are only two Investor Groups, any one of such Investor Groups) stating that such Investor Groups reasonably object to such amendment.

Deposits Unavailable. If, on or after If the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Administrative Agent shall have determined that: a) Dollar deposits in the relevant amount and for the relevant Interest Period are not available to each Reference Bank in its relevant market, ; or b) by reason of circumstances affecting the Reference Banks’ relevant markets, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans for the relevant Interest Period, ; or c) in the event the Borrower is paying interest at the floating rate, the cost to Option B Lenders that in the aggregate hold more than 50% or more of the aggregate outstanding unpaid principal amount of the Loan then held by Option B Lenders, if any Lender shall have entered into an Option B Interest Make-Up Agreement, of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Rate (provided, that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), then the Facility Administrative Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Administrative Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Administrative Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Administrative Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect at the end of the Interest Period current at the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Applicable Margin and the lesser of (x) the cost to each of the Lenders of funding their respective portions of the Loan (the “Funding Costs”) and (y) the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (or, in the case of clause (c) above, the lesser of (x) the cost to the Option B Lenders of funding the portion of the Loan held by such Option B Lenders and (y) such weighted average). The Facility Administrative Agent shall furnish a certificate to the Borrower as soon as reasonably practicable after the Facility Administrative Agent has given such Determination Notice setting forth such raterate and certifying that the rate set forth therein accurately reflects the Funding Costs. In the event that the circumstances described in this Section 4.2 shall extend beyond the end of an interest period agreed or set pursuant hereto, the foregoing procedure shall be repeated as often as may be necessary.

Deposits Unavailable. If, on or after If the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Administrative Agent shall have determined that: (a) Dollar deposits in the relevant amount and for the relevant Interest Period are not available to each Reference Bank in its relevant market, or b) by reason of circumstances affecting the Reference Banks’ relevant marketsmarket, adequate and reasonable means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans for the relevant Interest Period, Eurodollar Advances; or c(b) with respect to any interest rate otherwise applicable hereunder to any Eurodollar Advances the cost to Option B Lenders that Eurodollar Interest Accrual Period for which has not then commenced, Investor Groups holding in the aggregate hold more than 50% of the aggregate outstanding principal amount of the Loan then held by Option B Lenders, if any Lender shall Eurodollar Advances have entered into an Option B Interest Make-Up Agreement, of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Rate (provided, determined that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), then the Facility Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period will not adequately reflect the cost to them of funding, agreeing to fund or maintaining such Eurodollar Advances for such Eurodollar Interest Accrual Period, then, upon notice from the Administrative Agent (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect at the end of the Interest Period current at the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (orwhich, in the case of clause (cb) above, the lesser Administrative Agent shall give upon obtaining actual knowledge that such percentage of (xthe Investor Groups have so determined) the cost to the Option B Lenders of funding Funding Agents, the portion Manager and the Issuer, the obligations of the Loan held by such Option B Lenders and (y) such weighted average). The Facility Agent shall furnish Investors to fund or maintain any Advance as a certificate to the Borrower as soon as reasonably practicable Eurodollar Advance after the Facility end of the then-current Eurodollar Interest Accrual Period, if any, with respect thereto shall forthwith be suspended and on the date such notice is given such Advances will convert to Base Rate Advances until the Administrative Agent has given such Determination Notice setting forth such rate. In notified the event Funding Agents and the Issuer that the circumstances described causing such suspension no longer exist. (i) Notwithstanding anything to the contrary herein or in any other Transaction Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Issuer may amend this Agreement to replace LIBOR with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Investor Groups and the Issuer so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Investor Groups comprising the Required Investor Groups. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Investor Groups comprising the Required Investor Groups have delivered to the Administrative Agent written notice that such Required Investor Groups accept such amendment. No replacement of LIBOR with a Benchmark Replacement pursuant to this Section 4.2 shall extend beyond 3.04(c) will occur prior to the end applicable Benchmark Transition Start Date. (i) 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 Transaction Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement. The Administrative Agent will promptly notify the Issuer and the Investor Groups of (A) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes and (D) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Investor Groups pursuant to this Section 3.04(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an interest period agreed event, circumstance or set pursuant date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 3.04(c). Upon the foregoing procedure shall Issuer’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Issuer may revoke any request for a Borrowing of, conversion to or continuation of Eurodollar Advances to be repeated as often as may made, converted or continued during any Benchmark Unavailability Period and, failing that, the Issuer will be necessarydeemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Advances. During any Benchmark Unavailability Period, the component of the Base Rate based upon LIBOR will not be used in any determination of the Base Rate.

Deposits Unavailable. If, on or after If prior to the date on which all or any portion of the Borrower elects principal amount of any Loan is to be made, continued as, or be converted into, a Fixed Rate Loan, any Affected Lender or the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Administrative Agent shall have determined determine for any reason whatsoever (which determination shall, in the absence of demonstrable error, be conclusive and binding on the Borrower) that: (a) Dollar deposits in the relevant amount and for the relevant Interest Period are not available to each Reference Bank the Affected Lender in its relevant market, ; or (b) by reason of circumstances affecting the Reference Banks’ BNS in its relevant marketsmarket, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Fixed Rate loans for Loans; the relevant Interest PeriodAdministrative Agent (after receipt of notice from the Affected Lender, or c) the cost to Option B Lenders that in the aggregate hold more than 50% case of the aggregate outstanding principal amount of the Loan then held by Option B Lenders, if any Lender CLAUSE (a) above) shall have entered into an Option B Interest Make-Up Agreement, of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Rate (provided, that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), then the Facility Agent shall promptly give telephonic notice of such determination confirmed in writing to each Lender and the Borrower, and: (hereinafter called i) the obligation under SECTION 5.1 of the Affected Lender (in the case of CLAUSE (a) above) or all Lenders (in the case of CLAUSE (b) above) to make, continue any portion of the principal amount of a “Determination Notice”Loan as, or to convert a Loan into, one or more Fixed Rate Loans shall, upon such notification, forthwith terminate; and (ii) the portion of all Loans then maintained as Fixed Rate Loans by the Affected Lender (in the case of CLAUSE (a) above) or all Lenders (in the case of CLAUSE (b) above) shall on the expiration of the Interest Period applicable thereto automatically convert into Base Rate Loans. If circumstances subsequently change so that the Administrative Agent or the Affected Lender, as the case may be, shall no longer be so affected, the Administrative Agent shall promptly give telephonic notice thereof confirmed in writing to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Agent obligations of the Affected Lender or all Lenders, as the case may be, under SECTION 5.1 to make or continue Loans as, or convert Loans into, Fixed Rate Loans shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrowerreinstated, the Lenders and the Facility Administrative Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Noticeshall, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect at the end of the Interest Period current at the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (or, in the case of clause (c) above, the lesser of (x) the cost to the Option B Lenders of funding the portion of the Loan held by such Option B Lenders and (y) such weighted average). The Facility Agent shall furnish a certificate notice to the Borrower as soon as reasonably practicable after the Facility Agent has given and each Lender, declare that such Determination Notice setting forth such rate. In the event that the circumstances described in this Section 4.2 shall extend beyond the end of an interest period agreed or set pursuant hereto, the foregoing procedure shall be repeated as often as may be necessaryobligations have been so reinstated.

Deposits Unavailable. If, on or after If the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Administrative Agent shall have determined that: (a) Dollar deposits in the relevant amount and for the relevant Interest Period are not available to each Reference Bank in its relevant market, or b) by reason of circumstances affecting the Reference Banks’ relevant marketsmarket, adequate and reasonable means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans for the relevant Interest Period, Eurodollar Advances; or c(b) with respect to any interest rate otherwise applicable hereunder to any Eurodollar Advances the cost to Option B Lenders that Eurodollar Interest Period for which has not then commenced, Investor Groups holding in the aggregate hold more than 50% of the aggregate outstanding principal amount of the Loan then held by Option B Lenders, if any Lender shall Eurodollar Advances have entered into an Option B Interest Make-Up Agreement, of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Rate (provided, determined that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), then the Facility Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period will not adequately reflect the cost to them of funding, agreeing to fund or maintaining such Eurodollar Advances for such Eurodollar Interest Period, then, upon notice from the Administrative Agent (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect at the end of the Interest Period current at the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (orwhich, in the case of clause (cb) above, the lesser Administrative Agent shall give upon obtaining actual knowledge that such percentage of (xthe Investor Groups have so determined) the cost to the Option B Lenders of funding Funding Agents, the portion Manager and the Master Issuer (on behalf of the Loan held by such Option B Lenders and (y) such weighted averageCo-Issuers). The Facility Agent shall furnish , the obligations of the Investors to fund or maintain any Advance as a certificate to the Borrower as soon as reasonably practicable Eurodollar Advance after the Facility end of the then-current Eurodollar Interest Period, if any, with respect thereto shall forthwith be suspended and on the date such notice is given such Advances will convert to Base Rate Advances until the Administrative Agent has given such Determination Notice setting forth such rate. In notified the event Funding Agents and the Master Issuer (on behalf of the Co-Issuers) that the circumstances described causing such suspension no longer exist. (i) Notwithstanding anything to the contrary herein or in any other Related Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Co-Issuers may amend this Agreement to replace LIBOR with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Investor Groups and the Co-Issuers so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Investor Groups comprising the Required Investor Groups. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Investor Groups comprising the Required Investor Groups have delivered to the Administrative Agent written notice that such Required Investor Groups accept such amendment. No replacement of LIBOR with a Benchmark Replacement pursuant to this Section 4.2 shall extend beyond 3.04(c) will occur prior to the end applicable Benchmark Transition Start Date. (ii) 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 Related Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement. (iii) The Administrative Agent will promptly notify the Co-Issuers and the Investor Groups of (A) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes and (D) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Investor Groups pursuant to this Section 3.04(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an interest period agreed event, circumstance or set pursuant date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 3.04(c). (iv) Upon the foregoing procedure shall Co-Issuers’ receipt of notice of the commencement of a Benchmark Unavailability Period, the Co-Issuers may revoke any request for a Borrowing of, conversion to or continuation of Eurodollar Advances to be repeated as often as may made, converted or continued during any Benchmark Unavailability Period and, failing that, the Co-Issuers will be necessarydeemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Advances. During any Benchmark Unavailability Period, the component of the Base Rate based upon LIBOR will not be used in any determination of the Base Rate.

Deposits Unavailable. If, on or after If the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Administrative Agent shall have determined that: (a) Dollar deposits in the relevant amount and for the relevant Interest Period are not available to each Reference Bank in its relevant market, or b) by reason of circumstances affecting the Reference Banks’ relevant marketsmarket, adequate and reasonable means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans for the relevant Interest Period, Eurodollar Advances; or c(b) with respect to any interest rate otherwise applicable hereunder to any Eurodollar Advances the cost to Option B Lenders that Eurodollar Interest Period for which has not then commenced, Investor Groups holding in the aggregate hold more than 50% of the aggregate outstanding principal amount of the Loan then held by Option B Lenders, if any Lender shall Eurodollar Advances have entered into an Option B Interest Make-Up Agreement, of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Rate (provided, determined that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), then the Facility Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period will not adequately reflect the cost to them of funding, agreeing to fund or maintaining such Eurodollar Advances for such Eurodollar Interest Period, then, upon notice from the Administrative Agent (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect at the end of the Interest Period current at the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (orwhich, in the case of clause (cb) above, the lesser Administrative Agent shall give upon obtaining actual knowledge that such percentage of the Investor Groups have so determined) to the Funding Agents, the Manager and the Master Issuer (on behalf of the Co-Issuers), the obligations of the Investors to fund or maintain any Advance as a Eurodollar Advance after the end of the then-current Eurodollar Interest Period, if any, with respect thereto shall forthwith be suspended and on the date such notice is given such Advances will convert to Base Rate Advances until the Administrative Agent has notified the Funding Agents and the Master Issuer (on behalf of the Co-Issuers) that the circumstances causing such suspension no longer exist. (i) Notwithstanding anything to the contrary herein or in any other Related 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) the cost to the Option B Lenders of funding the portion if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the Loan held by definition of “Benchmark Replacement” for such Option B Lenders Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Related Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Related Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such weighted average)Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Related 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 Investors without any amendment to, or further action or consent of any other party to, this Agreement or any other Related Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Investors comprising the Required Investor Groups. The Facility Administrative Agent may (in its sole discretion) determine that a Benchmark Replacement is not administratively feasible and shall not be applied and the next alternative shall automatically be deemed to apply by providing notice to the Co-Issuers and Investors at least five (5) Business Days prior to the corresponding Benchmark Replacement Date. (ii) Notwithstanding anything to the contrary herein or in any other Related 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 Term SOFR plus the Term SOFR Adjustment will replace the then-current Benchmark for all purposes hereunder or under any Related Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Related Document; provided that, this clause (b) shall not be effective unless the Administrative Agent has delivered to the Investors and the Co-Issuers a Term SOFR Notice. Notwithstanding anything contained herein to the contrary, the Administrative Agent shall furnish not be required to deliver a certificate to Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion. For the Borrower as soon as reasonably practicable after the Facility Agent has given such Determination Notice setting avoidance of doubt, any applicable provisions set forth such rate. In the event that the circumstances described in this Section 4.2 3.04(c) shall extend beyond apply with respect to any Term SOFR transition pursuant to this paragraph (ii) as if such forward-looking term rate was initially determined in accordance herewith including, without limitation, the end provisions set forth in this Section 3.04(c)(iii) and Section 3.04(c)(vii). (iii) 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 Related Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Related Document. (iv) The Administrative Agent will promptly notify the Co-Issuers and the Investors of (a) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (b) the implementation of any Benchmark Replacement, (c) the effectiveness of any Benchmark Replacement Conforming Changes, (d) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (v) below and (e) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Investor (or group of Investors) pursuant to this Section 3.04(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an interest period agreed event, circumstance or set date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Related Document, except, in each case, as expressly required pursuant heretoto this Section 3.04(c). (v) Notwithstanding anything to the contrary herein or in any other Related Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or Eurodollar Funding Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Eurodollar Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Eurodollar Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (vi) Upon the Co-Issuer’s receipt of notice of the commencement of a Benchmark Unavailability Period, the foregoing procedure Co-Issuers may revoke any request for a Eurodollar Advance of, conversion to or continuation of Eurodollar Advances to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Co-Issuers will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Advance. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate. (vii) Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration of, submission of, calculation of, or any other matter related to the London interbank offered rate or other rates in the definition of “Eurodollar Funding Rate” or any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to this Section 3.04(c)(vii), whether upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 3.04(c)(iii), including without limitation, (A) whether the composition or characteristics of any such alternative, successor or replacement reference rate for any currency will be repeated similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the applicable Eurodollar Funding Rate for Advances denominated in such currency as often did the London interbank offered rate prior to its discontinuance or unavailability, and (B) the impact or effect of such alternative, successor or replacement reference rate or Benchmark Replacement Conforming Changes on any other financial products or agreements in effect or offered by or to any Co-Issuer, Guarantor or Investor or any of their respective Affiliates. (viii) Each Co-Issuer and Guarantor (including those that that become party hereto after the date hereof), in its respective capacity as a Co-Issuer or Guarantor, or other similar capacity in which such party acts as direct or indirect, or primary or secondary, obligor, accommodation party or guarantor or grants liens or security interests in or to its properties hereunder or under any other Related Document, hereby acknowledges and agrees to be bound by the provisions of this Section 4.03(c) (including, without limitation, the implementation from time to time of any Benchmark Replacement and any Benchmark Replacement Conforming Changes in accordance herewith) and, in furtherance of the forgoing (and without, in any way express or implied, invalidating, impairing or otherwise negatively affecting any obligations heretofore provided) hereby acknowledges and agrees that in connection with and after giving effect to any Benchmark Cessation Changes: (i) its Obligations shall not in any way be novated, discharged or otherwise impaired, and shall continue, be ratified and be affirmed and shall remain in full force in effect, (ii) its grant of a guarantee, pledge, assignment or any other accommodation, lien or security interests in or to its properties relating to this Agreement or any other Related Document shall continue, be ratified and be affirmed, and shall remain in full force and effect and shall not be novated, discharged or otherwise impaired and (iii) the Loan Documents and its obligations thereunder (contingent or otherwise) shall continue, be ratified and be affirmed and shall remain in full force and effect and shall not be novated, discharged or otherwise impaired. In addition, each Co-Issuer and Guarantor hereby fully waives any requirements to notify Co-Issuer or Guarantor of any Benchmark Cessation Changes (except as expressly provided in this Section 3.04(c)). From time to time, each Co-Issuer or Guarantor shall execute and deliver, or cause to be executed and delivered, such instruments, agreements, certificates or documents, and take all such actions, as the Administrative Agent may be necessaryreasonably request for the purposes implementing or effectuating the provisions of this Section 3.04(c), or of renewing, continuing, reaffirming or ratifying the rights of the Administrative Agent and the Investors with respect to the Obligations or the Collateral.

Deposits Unavailable. If, on or after If the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Administrative Agent shall have determined that: (a) Dollar deposits in the relevant amount and for the relevant Interest Period are not available to each Reference Bank in its relevant market, or b) by reason of circumstances affecting the Reference Banks’ relevant marketsmarket, adequate and reasonable means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans for the relevant Interest Period, Eurodollar Advances; or c(b) with respect to any interest rate otherwise applicable hereunder to any Eurodollar Advances the cost to Option B Lenders that Eurodollar Interest Accrual Period for which has not then commenced, Investor Groups holding in the aggregate hold more than 50% of the aggregate outstanding principal amount of the Loan then held by Option B Lenders, if any Lender shall Eurodollar Advances have entered into an Option B Interest Make-Up Agreement, of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Rate (provided, determined that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), then the Facility Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period will not adequately reflect the cost to them of funding, agreeing to fund or maintaining such Eurodollar Advances for such Eurodollar Interest Accrual Period, then, upon notice from the Administrative Agent (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect at the end of the Interest Period current at the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (orwhich, in the case of clause (cb) above, the lesser Administrative Agent shall give upon obtaining actual knowledge that such percentage of (xthe Investor Groups have so determined) the cost to the Option B Lenders of funding Funding Agents, the portion Manager and the Issuer, the obligations of the Loan held by such Option B Lenders and (y) such weighted average). The Facility Agent shall furnish Investors to fund or maintain any Advance as a certificate to the Borrower as soon as reasonably practicable Eurodollar Advance after the Facility end of the then-current Eurodollar Interest Accrual Period, if any, with respect thereto shall forthwith be suspended and on the date such notice is given such Advances will convert to Base Rate Advances until the Administrative Agent has given such Determination Notice setting forth such rate. In notified the event Funding Agents and the Issuer that the circumstances described in this Section 4.2 shall extend beyond causing such suspension no longer exist. If at any time the end of an interest period agreed or set pursuant hereto, the foregoing procedure Administrative Agent determines (which determination shall be repeated as often conclusive absent manifest error) that (i) the circumstances set forth in Section 3.04 (a) or (b) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 3.04 (a) or (b) have not arisen but the supervisor for the administrator referred to in the definition of “Eurodollar Funding Rate” or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Eurodollar Funding Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Issuer shall endeavor to establish an alternate rate of interest to the Eurodollar Funding Rate (any such proposed rate, a “LIBOR Successor Rate”) that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be necessaryapplicable, including LIBOR Successor Rate Conforming Changes (as defined below); provided, that (i) if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement and (ii) any LIBOR Successor Rate proposed by the Administrative Agent shall be no less favorable to the Issuer than comparable successor rates applied to other similarly situated issuers or borrowers under syndicated loan facilities and/or applied under other facilities under which the Administrative Agent functions in a similar capacity. Notwithstanding anything to the contrary in Section 9.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such LIBOR Successor Rate is provided to Investor Groups, written notice from the Investor Groups holding more than (i) if no single Investor Group holds more than 50% of the Commitments, 50% of the Commitments or (ii) if a single Investor Group holds more than 50% of the Commitments, two thirds of the Commitments; provided that the Commitment of any Defaulting Investor shall be disregarded in the determination of whether such threshold percentage of Commitments has been met (“Required Investor Groups”) (or, in the event there are only two Investor Groups, any one of such Investor Groups) stating that such Required Investor Groups reasonably object to such amendment.

Deposits Unavailable. If, on or after : (a) the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Administrative Agent shall have determined that: a) that Dollar deposits in the relevant amount and for the relevant Interest Period are not available to each the Reference Bank Lenders in its their relevant market, or; (b) the Administrative Agent shall have determined that by reason of circumstances affecting the Reference BanksLenders’ relevant marketsmarket, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans Loans; or (c) before the close of business in London on the date of determination of the LIBO Rate for the relevant Interest PeriodPeriod or period, or c) Lenders holding a majority of the aggregate unpaid principal amount of Loans determine that the cost to Option B Lenders that in the aggregate hold more than 50% of the aggregate outstanding principal amount of the Loan then held by Option B Lenders, if any Lender shall have entered into an Option B Interest Make-Up Agreement, them of obtaining matching Dollar deposits in the relevant interbank market for the relevant Interest Period in respect of any Loan would be in excess of the LIBO Rate (provided, that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date)Rate, then the Facility Administrative Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Administrative Agent shall then negotiate enter into negotiations in good faith in order to agree upon a mutually satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Administrative Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case payable to the Lenders to take effect at the end of the Interest Period current at the date of the Determination Notice, which rate (or rates) Notice shall be equal to the sum of the Floating Rate Applicable Margin and plus the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (or, in the case of clause (c) above, the lesser greater of (x) the cost to the Option B Lenders of funding the portion of the Loan held by such Option B Lenders Prime Rate and (y) such weighted average)Federal Funds Rate from time to time in effect plus 0.50% per annum. The Facility Agent shall furnish a certificate to the Borrower as soon as reasonably practicable after the Facility Agent has given such Determination Notice setting forth such rate. In the event that the circumstances described in this Section 4.2 shall extend beyond the end of an interest period agreed or set pursuant hereto, the foregoing procedure shall be repeated as often as may be necessary.NYDOCS03/899036.8 19

Deposits Unavailable. If, on or after the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Agent shall have determined that: a) Dollar deposits in the relevant amount and for the relevant Interest Period are not available to each Reference Bank in its relevant market, or b) by reason of circumstances affecting the Reference Banks’ relevant markets, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans for the relevant Interest Period, or c) the cost to Option B Lenders that in the aggregate hold more than 50% of the aggregate outstanding principal amount of the Loan then held by Option B Lenders, if any Lender shall have entered into an Option B Interest Make-Up Agreement, of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Rate (provided, provided that no Option B Lender may exercise its rights pursuant to under this Section 4.2.c4.2(c)) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), then the Facility Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect at the end of the Interest Period current at the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (or, in the case of clause (c) above, the lesser of (x) the respective cost to the Option B Lenders of funding the portion respective portions of the Loan held by such Option B Lenders and (y) such weighted average). The Facility Agent shall furnish a certificate to the Borrower as soon as reasonably practicable after the Facility Agent has given such Determination Notice setting forth such rate. In the event that the circumstances described in this Section 4.2 shall extend beyond the end of an interest period agreed or set pursuant hereto, the foregoing procedure shall be repeated as often as may be necessary.Option

Deposits Unavailable. If, on or after the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Administrative Agent shall have determined that: a) Dollar deposits in the relevant amount and for the relevant Interest Period are not available to each Reference Bank in its relevant market, or b) by reason of circumstances affecting the Reference Banks’ relevant markets, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans for the relevant Interest Period, or c) the cost to the Refinancing Bank, in the event the Borrower has elected the Floating Rate pursuant to Section 3.3.2, or the cost to Option B Lenders that in the aggregate hold more than 50% of the aggregate outstanding unpaid principal amount of the Loan then held by Option B Lenders, if any Lender shall have entered into an Option B Interest Make-Up Agreement, in each case of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Rate (provided, that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date)Rate, then the Facility Administrative Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Administrative Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Administrative Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Administrative Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect at the end of the Interest Period current at the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the lesser of (x) the cost to the Refinancing Bank of funding the portion of the Loan financed by the Refinancing Bank and (y) the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (or, in the case of clause (c) above, the lesser of (x) the cost to the Option B Lenders of funding the portion of the Loan held by such Option B Lenders and (y) such weighted average). The Facility Administrative Agent shall furnish a certificate to the Borrower as soon as reasonably practicable after the Facility Administrative Agent has (NY) 18002/039/SOLSTICE5/solstice.5.form.of.loan.agt.2.doc given such Determination Notice setting forth such rate. In the event that the circumstances described in this Section 4.2 shall extend beyond the end of an interest period agreed or set pursuant hereto, the foregoing procedure shall be repeated as often as may be necessary.

Deposits Unavailable. If(a) If a Class A Conduit Investor, on a Class A Committed Note Purchaser or after the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender related Class A Majority Program Support Providers shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Agent shall have reasonably determined that:: WEIL:\96021961\2\52399.0016 a(i) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to each all the related Reference Bank Lenders in its the relevant market, or; b(ii) by reason of circumstances affecting all the related Reference Banks’ Lenders' relevant marketsmarket, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans the Class A Eurodollar Tranche; or (iii) such Class A Conduit Investor, such Class A Committed Note Purchaser or the related Class A Majority Program Support Providers have notified the related Class A Funding Agent and HVF II that, with respect to any interest rate otherwise applicable hereunder to the Class A Eurodollar Tranche, the Eurodollar Interest Period for which has not then commenced, such interest rate will not adequately reflect the relevant cost to such Class A Conduit Investor, such Class A Committed Note Purchaser or such Class A Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion of such Class A Eurodollar Tranche for such Eurodollar Interest Period, or c) then, upon notice from such Class A Conduit Investor, such Class A Committed Note Purchaser or the cost related Class A Majority Program Support Providers to Option B Lenders that in such Class A Funding Agent and HVF II, the aggregate hold more than 50% obligations of such Class A Conduit Investor, such Class A Committed Note Purchaser and all of the aggregate outstanding principal amount related Class A Program Support Providers to make or continue any Class A Advance as, or to convert any Class A Advances into, the Class A Eurodollar Tranche shall forthwith be suspended until such Class A Funding Agent shall notify HVF II that the circumstances causing such suspension no longer exist, and such Class A Investor Group shall immediately convert the portion of the Loan then held Class A Eurodollar Tranche funded by Option B Lenders, if any Lender shall have entered each such Class A Conduit Investor or Class A Committed Note Purchaser into an Option B Interest Make-Up Agreement, of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Class A Base Rate (provided, that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), then the Facility Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect Tranche at the end of the then current Eurodollar Interest Period current at Periods with respect thereto or sooner, if required for the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (or, reasons set forth in the case of clause (ci), (ii) or (iii) above, as the lesser case may be. (b) If a Class B Conduit Investor, a Class B Committed Note Purchaser or the related Class B Majority Program Support Providers shall have reasonably determined that: (i) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to all the related Reference Lenders in the relevant market; (ii) by reason of circumstances affecting all the related Reference Lenders' relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to the Class B Eurodollar Tranche; or (xiii) such Class B Conduit Investor, such Class B Committed Note Purchaser or the related Class B Majority Program Support Providers have WEIL:\96021961\2\52399.0016 notified the related Class B Funding Agent and HVF II that, with respect to any interest rate otherwise applicable hereunder to the Class B Eurodollar Tranche, the Eurodollar Interest Period for which has not then commenced, such interest rate will not adequately reflect the cost to such Class B Conduit Investor, such Class B Committed Note Purchaser or such Class B Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion of such Class B Eurodollar Tranche for such Eurodollar Interest Period, then, upon notice from such Class B Conduit Investor, such Class B Committed Note Purchaser or the Option related Class B Lenders Majority Program Support Providers to such Class B Funding Agent and HVF II, the obligations of funding such Class B Conduit Investor, such Class B Committed Note Purchaser and all of the related Class B Program Support Providers to make or continue any Class B Advance as, or to convert any Class B Advances into, the Class B Eurodollar Tranche shall forthwith be suspended until such Class B Funding Agent shall notify HVF II that the circumstances causing such suspension no longer exist, and such Class B Investor Group shall immediately convert the portion of the Loan held Class B Eurodollar Tranche funded by each such Option Class B Lenders and (y) such weighted average). The Facility Agent shall furnish a certificate to Conduit Investor or Class B Committed Note Purchaser into the Borrower as soon as reasonably practicable after the Facility Agent has given such Determination Notice setting forth such rate. In the event that the circumstances described in this Section 4.2 shall extend beyond Class B Base Rate Tranche at the end of an interest period agreed the then current Eurodollar Interest Periods with respect thereto or sooner, if required for the reasons set pursuant heretoforth in clause (i), (ii) or (iii) above, as the foregoing procedure shall be repeated as often as case may be necessarybe.

Deposits Unavailable. If, on or after If the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Administrative Agent shall have determined that: (a) Dollar deposits in the relevant amount and for the relevant Interest Period are not available to each Reference Bank in its relevant market, or b) by reason of circumstances affecting the Reference Banks’ relevant marketsmarket, adequate and reasonable means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans for the relevant Interest Period, Eurodollar Advances; or c(b) with respect to any interest rate otherwise applicable hereunder to any Eurodollar Advances the cost to Option B Lenders that Eurodollar Interest Accrual Period for which has not then commenced, Investor Groups holding in the aggregate hold more than 50% of the aggregate outstanding principal amount of the Loan then held by Option B Lenders, if any Lender shall Eurodollar Advances have entered into an Option B Interest Make-Up Agreement, of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Rate (provided, determined that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), then the Facility Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period will not adequately reflect the cost to them of funding, agreeing to fund or maintaining such Eurodollar Advances for such Eurodollar Interest Accrual Period, then, upon notice from the Administrative Agent (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect at the end of the Interest Period current at the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (orwhich, in the case of clause (cb) above, the lesser Administrative Agent shall give upon obtaining actual knowledge that such percentage of (xthe Investor Groups have so determined) the cost to the Option B Lenders of funding Funding Agents, the portion Manager and the Issuer, the obligations of the Loan held by such Option B Lenders and (y) such weighted average). The Facility Agent shall furnish Investors to fund or maintain any Advance as a certificate to the Borrower as soon as reasonably practicable Eurodollar Advance after the Facility end of the then-current Eurodollar Interest Accrual Period, if any, with respect thereto shall forthwith be suspended and on the date such notice is given such Advances will convert to Base Rate Advances until the Administrative Agent has given such Determination Notice setting forth such rate. In notified the event Funding Agents, the Manager and the Issuer that the circumstances described in this Section 4.2 shall extend beyond causing such suspension no longer exist. If at any time the end of an interest period agreed or set pursuant hereto, the foregoing procedure Administrative Agent determines (which determination shall be repeated as often conclusive absent manifest error) that (i) the circumstances set forth in Section 3.04 (a) or (b) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 3.04 (a) or (b) have not arisen but the supervisor for the administrator referred to in the definition of “Eurodollar Funding Rate” or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Eurodollar Funding Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Issuer shall endeavor to establish an alternate rate of interest to the Eurodollar Funding Rate (any such proposed rate, a “LIBOR Successor Rate”) that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be necessaryapplicable, including LIBOR Successor Rate Conforming Changes (as defined below); provided, that (i) if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement and (ii) any LIBOR Successor Rate proposed by the Administrative Agent shall be no less favorable to the Issuer than comparable successor rates applied to other similarly situated issuers or borrowers under syndicated loan facilities and/or applied under other facilities under which the Administrative Agent functions in a similar capacity. Notwithstanding anything to the contrary in Section 9.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to Investor Groups, written notice from the Required Investor Groups (or, in the event there are only two Investor Groups, any one of such Investor Groups) stating that such Required Investor Groups reasonably object to such amendment.

Deposits Unavailable. If, on or after the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Agent shall have determined that: a) Dollar deposits in the relevant amount and for the relevant Interest Period are not available to each Reference Bank in its relevant market, or b) by reason of circumstances affecting the Reference Banks’ relevant markets, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans for the relevant Interest Period, or c) the cost to Option B Lenders that in the aggregate hold more than 50% of the aggregate outstanding principal amount of the Loan then held by Option B Lenders, if any Lender shall have entered into an Option B Interest Make-Up Agreement, of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Rate (provided, that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), then the Facility Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect at the end of the Interest Period current at the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (or, in the case of clause (c) above, the lesser of (x) the cost to the Option B Lenders of funding the portion of the Loan held by such Option B Lenders and (y) such weighted average). The Facility Agent shall furnish a certificate to the Borrower as soon as reasonably practicable after the Facility Agent has given such Determination Notice setting forth such rate. In the event that the circumstances described in this Section 4.2 shall extend beyond the end of an interest period agreed or set pursuant hereto, the foregoing procedure shall be repeated as often as may be necessary.. 20

Deposits Unavailable. If, on or after the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Administrative Agent shall have determined that: a) Dollar deposits in the relevant amount and for the relevant Interest Period are not available to each Reference Bank in its relevant market, or b) by reason of circumstances affecting the Reference Banks’ relevant markets, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans for the relevant Interest Period, or c) the cost to the Refinancing Bank, in the event the Borrower has elected the Floating Rate pursuant to Section 3.3.2, or the cost to Option B Lenders that in the aggregate hold more than 50% of the aggregate outstanding unpaid principal amount of the Loan then held by Option B Lenders, if any Lender shall have entered into an Option B Interest Make-Up Agreement, in each case of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Rate (provided, that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date)Rate, then the Facility Administrative Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Administrative Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Administrative Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Administrative Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect at the end of the Interest Period current at the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the lesser of (x) the cost to the Refinancing Bank of funding the portion of the Loan financed by the Refinancing Bank and (y) the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (or, in the case of clause (c) above, the lesser of (x) the cost to the Option B Lenders of funding the portion of the Loan held by such Option B Lenders and (y) such weighted average). The Facility Administrative Agent shall furnish a certificate to the Borrower as soon as reasonably practicable after the Facility Administrative Agent has given such Determination Notice setting forth such rate. In the event that the circumstances described in this Section 4.2 shall extend beyond the end of an interest period agreed or set pursuant hereto, the foregoing procedure shall be repeated as often as may be necessary.

Deposits Unavailable. If, on or after with respect to the date Tranche B Loans: (a) the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Administrative Agent shall have determined that: a) Dollar that deposits in the relevant amount amount, denominated in the relevant currency and for the relevant Interest Period are not available to each the Reference Bank Lenders in its their relevant market, or; (b) the Administrative Agent shall have determined that by reason of circumstances affecting the Reference BanksLenders’ relevant marketsmarket, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Floating Rate loans Loans denominated in Dollars and/or Euro; or (c) before the close of business in London on the date of determination of the Applicable Floating Rate for the relevant Interest PeriodPeriod or period, or cLenders holding a majority of the aggregate unpaid principal amount of Loans (based on the Equivalent in Dollars with respect to any portion of the Loans that are denominated in Euro) determine that the cost to Option B Lenders that in the aggregate hold more than 50% of the aggregate outstanding principal amount of the Loan then held by Option B Lenders, if any Lender shall have entered into an Option B Interest Make-Up Agreement, them of obtaining matching deposits in the relevant interbank market for the relevant Interest Period currency in respect of any Loan would be in excess of the LIBO Rate (provided, that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), Applicable Floating Rate; then the Facility Administrative Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Administrative Agent shall then negotiate enter into negotiations in good faith in order to agree upon a mutually satisfactory interest rate and interest period (or interest periodsrates) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Administrative Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case rates) payable to the Lenders to take effect at the end of the Interest Period current at the date of the Determination Notice, which rate (or rates) Notice shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (orto, in the case of clause (c) aboveLoans denominated in Dollars, the lesser Floating Rate Applicable Margin plus the greater of (w) the rate publicly announced by BNP Paribas’s New York office as its “prime rate” and (x) Federal Funds Rate from time to time in effect plus 0.50% per annum and, in the cost to case of Loans denominated in Euro, the Option B Lenders Floating Rate Applicable Margin plus the greater of funding the portion of the Loan held by such Option B Lenders and (y) such weighted average). The Facility Agent shall furnish a certificate to the Borrower average of the rates publicly announced by Skandinaviska Enskilda Banken AB’s and Nordea Bank’s head offices as soon as reasonably practicable after their “prime rates” for loans in Euro and (z) the Facility Agent has given such Determination Notice setting forth such rate. In Central European Bank’s rate for the event that the circumstances described Main Refinancing Operations (MRO) in this Section 4.2 shall extend beyond the end of an interest period agreed or set pursuant hereto, the foregoing procedure shall be repeated as often as may be necessaryeffect plus 0.50% per annum.

Deposits Unavailable. (a) If, on or after before the date on which all or any portion of any Loan bearing interest in respect of the Borrower elects LIBO Rate is to be made, maintained, or continued the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Administrative Agent shall have determined (which determination shall be conclusive and binding), with respect to that Loan that: a(i) Dollar deposits in Dollars in the relevant amount and for the relevant Interest Period are not available available, if and when applicable, to each either of the Reference Bank Lenders in its the relevant market, or b(ii) by reason of circumstances affecting the Reference Banks’ relevant markets, London interbank market adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans for under this Agreement in respect of the relevant Interest PeriodLIBO Rate, or c) then, upon notice from the cost Administrative Agent to Option B Lenders that in the aggregate hold more than 50% Borrower and the Lenders, the obligations of the aggregate outstanding principal amount of the Lenders to make or continue any Loan then held by Option B Lenders, if any Lender shall have entered into an Option B Interest Make-Up Agreement, of obtaining matching deposits bearing interest in the relevant interbank market for the relevant Interest Period would be in excess respect of the LIBO Rate (provided, that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to under Sections 3.1 and 4.2.3 shall forthwith be suspended until the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date), then the Facility Administrative Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to notify the Borrower and each the Lenders that the circumstances causing such suspension no longer exist. (b) If a notification under this Section 5.2 applies to a Loan which is outstanding then, notwithstanding any other provision of this Agreement: (i) within five Business Days of receipt of the Lenders. The Borrowernotification, the Lenders Borrower and the Facility Administrative Agent shall then negotiate in good faith in order enter into negotiations for a period of not more than 30 days with a view to agree upon a mutually satisfactory agreeing an alternative basis for determining the rate of interest rate and interest period (or interest periods) and/or funding applicable to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect that Loan at the end of its applicable Interest Period; (ii) any alternative basis agreed under clause (i) above shall be, with the prior consent of all the Lenders, binding on all of the Obligors and Lender Parties; (iii) if no alternative basis is agreed, each Lender shall (through the Administrative Agent) certify on or before the last day of the Interest Period current at to which the date notification relates an alternative basis for maintaining its participation in that Loan; (iv) any such alternative basis may include an alternative method of fixing the Determination Notice, which interest rate (or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant alternative Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (or, in the case of clause (c) above, the lesser of (x) Periods but it must reflect the cost to the Option B Lenders Lender of funding the portion of its participation in the Loan held by such Option B Lenders and from whatever sources it may select plus the Applicable Margin; and (yv) such weighted average). The Facility Agent shall furnish a certificate to the Borrower as soon as reasonably practicable after the Facility Agent has given such Determination Notice setting forth such rate. In the event that the circumstances described in this Section 4.2 shall extend beyond the end of an interest period agreed or set pursuant hereto, the foregoing procedure each alternative basis so certified shall be repeated binding on the Obligors and the certifying Lender and treated as often as may be necessarypart of this Agreement.

Deposits Unavailable. If, on or after : (a) the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “Option B Lender”), the Facility Administrative Agent shall have determined that: a) that Dollar deposits in the relevant amount and for the relevant Interest Period are not available to each the Reference Bank Lenders in its their relevant market, or; (b) the Administrative Agent shall have determined that by reason of circumstances affecting the Reference BanksLenders’ relevant marketsmarket, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans Loans; or (c) before the close of business in London on the date of determination of the LIBO Rate for the relevant Interest PeriodPeriod or period, or c) Lenders holding a majority of the aggregate unpaid principal amount of Loans determine that the cost to Option B Lenders that in the aggregate hold more than 50% of the aggregate outstanding principal amount of the Loan then held by Option B Lenders, if any Lender shall have entered into an Option B Interest Make-Up Agreement, them of obtaining matching Dollar deposits in the relevant interbank market for the relevant Interest Period in respect of any Loan would be in excess of the LIBO Rate (provided, that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date)Rate, then the Facility Administrative Agent shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders and the Facility Administrative Agent shall then negotiate enter into negotiations in good faith in order to agree upon a mutually satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the Facility Administrative Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case payable to the Lenders to take effect at the end of the Interest Period current at the date of the Determination Notice, which rate (or rates) Notice shall be equal to the sum of the Floating Rate Applicable Margin and plus the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (or, in the case of clause (c) above, the lesser greater of (x) the cost to the Option B Lenders of funding the portion of the Loan held by such Option B Lenders Prime Rate and (y) such weighted average)Federal Funds Rate from time to time in effect plus 0.50% per annum. The Facility Agent shall furnish a certificate to the Borrower as soon as reasonably practicable after the Facility Agent has given such Determination Notice setting forth such rate. In the event that the circumstances described in this Section 4.2 shall extend beyond the end of an interest period agreed or set pursuant hereto, the foregoing procedure shall be repeated as often as may be necessary.NYDOCS01/1357357.3 18