Common use of Inability to Determine Interest Rate Clause in Contracts

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency Loan: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans and (z) any outstanding Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect thereto, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist), no further Eurocurrency Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for a Eurocurrency Borrowing denominated in any Eurocurrency Loancurrency: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Adjusted LIBO Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of that the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Adjusted LIBO Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR LoansLoans (if such Borrowing is requested to be made in the Base Currency) or shall be made as a Eurocurrency Loan bearing interest at such rate as the Administrative Agent determines adequately reflects the costs to the Lenders of making or maintaining such Borrowing (if such Borrowing is requested to be made in the Optional Currency), (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans (if such Loans are denominated in the Base Currency) or as Loans bearing interest at such rate as the Administrative Agent determines adequately reflects the costs to the Lenders of making or maintaining such Loans (if such Loans are denominated in the Optional Currency) and (z) any outstanding Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect theretoPeriod, to ABR LoansLoans (if such Loans are denominated in the Base Currency) or as Loans bearing interest at such rate as the Administrative Agent determines adequately reflects the costs to the Lenders of making or maintaining such Loans (if such Loans are denominated in the Optional Currency). Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Loans.

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

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have reasonably determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as reasonably determined and conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafterthereafter but at least two (2) Business Days prior to the first day of such Interest Period. If such notice is given (x) any Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Base Rate Loans and (z) any outstanding Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect theretoPeriod, to ABR Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent (which action notice the Administrative Agent will take agrees to withdraw promptly after upon a determination that the conditions giving condition or situation which gave rise to such notice no longer existexists), no further Eurocurrency Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have reasonably determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency LIBOR Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of that the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as reasonably determined and conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy written notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafterthereafter but at least two (2) Business Days prior to the first day of such Interest Period. If such notice is given (x) any Eurocurrency Term Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency LIBOR Rate Loans shall be continued as ABR Loans and (zy) any outstanding Eurocurrency LIBOR Rate Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect theretoPeriod, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which action notice the Administrative Agent will take agrees to withdraw promptly after upon a determination that the conditions giving condition or situation which gave rise to such notice no longer existexists), no further Eurocurrency LIBOR Rate Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency LIBOR Rate Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct conclusive and binding upon the Borrower absent demonstrable manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR LoansBase Rate Loans (provided, that the Borrower may rescind such request promptly after receipt of such notice), (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Base Rate Loans and (z) any outstanding Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect theretoPeriod, to ABR Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency Loan: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date date of this Agreement the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans and (z) any outstanding Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect thereto, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist), no further Eurocurrency Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Loans.

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

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (ai) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency relevant Eurodollar Rate for such Interest Period, ; or (bii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of that the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period Period, as applicable, will not adequately and fairly reflect the cost to such Lenders (as certified by such Lenders) of making or maintaining their affected Eurodollar Loans during such Interest Period, ; then the Administrative Agent shall give telecopy written notice thereof to the Borrower Borrowers’ Agent and the relevant Lenders as soon as practicable thereafter. . (b) If such notice is given with respect to the Eurodollar Rate applicable to Eurodollar Loans, (x) any Eurocurrency Loans under the relevant Facility such Eurodollar Loan requested to be made on the first day of such Interest Period shall be made as ABR Loansa Base Rate Loan, (y) any Base Rate Loans under the relevant Facility that were to have been converted Converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall not be continued so Converted and shall continue as ABR Base Rate Loans and (z) any outstanding Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, Converted on the last first day of the then-current such Interest Period with respect thereto, to ABR Base Rate Loans. Until such notice has been withdrawn revoked by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Eurodollar Loans under the relevant Facility shall be made or continued Continued as such, nor shall the Borrower Borrowers’ Agent have the right to convert Convert Loans under into such Type. (c) The Administrative Agent shall promptly revoke (i) any such notice pursuant to clause (a) above if the Administrative Agent determines that adequate and reasonable means exist for ascertaining the relevant Facility Eurodollar Rate for the applicable Interest Period and (ii) any such notice pursuant to Eurocurrency Loansclause (b) above upon receipt of notice from the requisite Lenders necessary to give such notice in clause (b) that the relevant circumstances described in such clause (b) have ceased to exist.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency Loan: (a) Period, the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon each of the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate with respect to any Eurodollar Loan (the “Affected Eurodollar Rate”) or the BA Rate (the “Affected BA Rate”) with respect to any BA Equivalent Loans for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Parent Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (xa) any Eurocurrency Eurodollar Loans under or BA Equivalent Loans the relevant Facility rate of interest applicable to which is based on the Affected Eurodollar Rate or the Affected BA Rate, as applicable, requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, as applicable and (yb) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency or continued as Eurodollar Loans or BA Equivalent Loans the rate of interest applicable to which is based upon the Affected Eurodollar Rate or Affected BA Rate shall be converted to or continued as ABR Loans and (z) any outstanding Eurocurrency Loans under the relevant Facility shall be convertedor Canadian Prime Rate Loans, on the last day of the then-current Interest Period with respect thereto, to ABR Loansas applicable. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Eurodollar Loans under or BA Equivalent Loans the relevant Facility rate of interest applicable to which is based upon the Affected Eurodollar Rate or Affected BA Rate shall be made or continued as such, nor shall any of the Borrower Borrowers have the right to convert ABR Loans under or Canadian Prime Rate Loans to Eurodollar Loans or BA Equivalent Loans, as applicable, the relevant Facility rate of interest applicable to Eurocurrency Loanswhich is based upon the Affected Eurodollar Rate or Affected BA Rate.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (ai) the Administrative Agent shall have reasonably determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of that the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period in good faith by such Required Lenders will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Term Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Eurodollar Loans under the relevant Facility hereunder requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (y) any Term Loans under the relevant Facility hereunder that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Base Rate Loans and (z) any outstanding Eurocurrency Eurodollar Loans under the relevant Facility hereunder shall be converted, on the last day of the then-current Interest Period with respect theretoPeriod, to ABR Base Rate Loans; provided that if the circumstances giving rise to such notice shall cease or otherwise become inapplicable to such Required Lenders, then such Required Lenders shall promptly give notice of such change in circumstances to the Administrative Agent and the Borrower. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Eurodollar Loans under the relevant Facility hereunder shall be made or continued as such, nor shall the Borrower have the right to convert Term Loans under the relevant Facility hereunder to Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Applicable Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Base Rate Loans and (z) any outstanding Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest Period with respect thereto, to ABR Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Eurodollar Loans. If the Borrower receives such notice from the Administrative Agent prior to the first day of an Interest Period with respect to new Loans to be made on such day, the Borrower shall have the right to withdraw such related Notice of Borrowing and have no liability under Section 2.21.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency Loan:Loan (the Currency of such Loan herein called the “Affected Currency”): (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for the Affected Currency for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date date of this Agreement the Eurocurrency Rate for the Affected Currency determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (i) if the Affected Currency is Dollars (x) any Eurocurrency Loans denominated in Dollars under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans denominated in Dollars under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans and (z) any outstanding Eurocurrency Loans denominated in Dollars under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect thereto, to ABR Loans, or (ii) if the Affected Currency is an Agreed Foreign Currency, any Eurocurrency Loans denominated in the Affected Currency under the relevant Facility requested to be made on the first day of such Interest Period shall be ineffective. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist), no further Eurocurrency Loans denominated in the Affected Currency (including the Eurocurrency Rate component of ABR Loans) under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency LoansLoans denominated in the Affected Currency.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct conclusive and binding upon the Borrower, absent demonstrable manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate in accordance with the terms thereof for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Base Rate Loans and (z) any outstanding Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last first day of the then-current such Interest Period with respect theretoPeriod, to ABR Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Eurodollar Loans. The Administrative Agent shall withdraw (i) any such notice pursuant to clause (a) above if the Administrative Agent determines that the relevant circumstances have ceased to exist and (ii) any such notice pursuant to clause (b) above upon receipt of notice from the Majority Facility Lenders in respect of the relevant Facility that the relevant circumstances described in such clause (b) have ceased to exist.

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

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (xw) any Dollar Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (yx) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans and Loans, (zy) any outstanding Dollar Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect theretoPeriod, to ABR LoansLoans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable Margin. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Dollar Eurocurrency Loans under the relevant any affected Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under the relevant any such Facility to Dollar Eurocurrency Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency Eurodollar Loan: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date date of this Agreement the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect thereto, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist), no further Eurocurrency Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct conclusive and binding upon each Borrower absent demonstrable manifest error) either that Dollar deposits in the principal amounts of the Loans comprising the applicable borrowing are not generally available in the London interbank market or that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Adjusted LIBO Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Adjusted LIBO Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower Company and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Base Rate Loans and (z) any outstanding Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest Period with respect thereto, to ABR Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent (which action it agrees to do upon the Administrative Agent will take promptly after the conditions circumstances giving rise to such the initial notice no longer existexisting), no further Eurocurrency Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the any Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period for (or as applicable, on any Eurocurrency Loan: (a) day on which an ABR Loan bearing interest determined by reference to the Eurodollar Rate is outstanding), the Administrative Agent or the Required Lenders shall have reasonably determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan, a request for an ABR Loan to bear interest with reference to the Eurodollar Rate, or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (i) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (ii) adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or or (biii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (i), (ii) or (iii), the Administrative Agent shall give telecopy notice thereof to promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereafter. If Any such notice is given determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (xw) any Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (x) any such requested ABR Loans which were to have utilized a Eurodollar Rate component in determining the ABR shall not utilize a Eurodollar Rate component in determining the ABR applicable to such requested ABR Loan, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect theretoPeriod, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Eurodollar Loans, and the utilization of the Eurodollar Rate component in determining the ABR shall be suspended.

Inability to Determine Interest Rate. If prior to the first day Notwithstanding any other provision of any Interest Period for any Eurocurrency Loan: this Credit Agreement, if (a) the Administrative Agent shall have determined reasonably determine (which determination shall be presumptively correct conclusive and binding absent demonstrable manifest error) that, by reason of circumstances affecting the relevant market, deposits in the relevant amount in the relevant currency and for the relevant Interest Period are not available in the relevant market to any Lender or reasonable and adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate LIBOR for such Interest Period, or or (b) the Administrative Agent Required Lenders shall have received notice from reasonably determine (which determination shall be conclusive and binding absent manifest error) that the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency LIBOR Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (of funding LIBOR Rate Loans that the Company has requested be outstanding as certified by such Lenders) of making or maintaining their affected Loans a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telecopy telephone notice thereof of such determination, confirmed in writing, to the Borrower Company, and the relevant Lenders as soon as practicable thereafterat least two Business Days prior to the first day of such Interest Period. If such notice is given (xi) any Eurocurrency affected Foreign Currency Loans under requested to be made on the relevant Facility first day of such Interest Period shall be made, at the sole option of the applicable Borrower, in Dollars as Alternate Base Rate Loans or such request shall be cancelled, (ii) any affected LIBOR Rate Loans requested to be made on the first day of such Interest Period shall be made in Dollars as ABR Loans, Alternate Base Rate Loans and (yiii) any affected Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency or continued as LIBOR Rate Loans shall be converted to or continued in Dollars as ABR Loans and (z) any outstanding Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect thereto, to ABR Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Loans under the relevant Facility shall be made as, continued as, or continued as suchconverted into, nor shall LIBOR Rate Loans for the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency LoansInterest Periods so affected.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any a Eurocurrency LoanBorrowing: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrower) that, by reason of circumstances any changes arising on or after the date hereof affecting the relevant applicable interbank Eurocurrency market, adequate and reasonable means do not exist for ascertaining the applicable Eurocurrency Rate for such Eurocurrency Borrowing for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Facility that that, by reason of any changes arising on or after the Closing Date date hereof affecting the applicable interbank Eurocurrency market, the applicable Eurocurrency Rate determined or to be determined for such Eurocurrency Borrowing for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof confirmed in writing to the Borrower and the relevant Lenders as soon as practicable thereafter, and in any case at least one Business Day prior to the first day of such Interest Period. If such notice is given given, (x) any Eurocurrency Loans under the relevant Facility Borrowing denominated in Dollars requested to be made on the first day of such Interest Period shall be made as ABR LoansLoans in Dollars, (y) any Loans under the relevant Facility Borrowing that were was to have been converted or continued on the first day of such Interest Period to a Eurocurrency Loans Borrowing denominated in Dollars shall be converted to or continued as an ABR Loans Borrowing in Dollars and (z) any outstanding Eurocurrency Loans under Borrowing denominated in a Foreign Currency that has been requested to be made or continued on the relevant Facility first day of such Interest Period shall not be made, or if already then outstanding, shall not be continued but instead shall be converted, repaid in full on the last day of the then-current Interest Period with respect thereto, to ABR Loanssuch day. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Loans under the relevant Facility Borrowing in any affected Agreed Currency shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility any Borrowing to a Eurocurrency LoansBorrowing in any affected Agreed Currency.

Inability to Determine Interest Rate. If on or prior to the first day of Quotation Day for any Interest Period for in respect of any Eurocurrency LoanLoan in any Currency: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct conclusive absent demonstrable manifest error) that, by reason of circumstances affecting the relevant marketmarket generally, adequate and reasonable means do the Administrative Agent cannot exist for ascertaining ascertain the Eurocurrency Rate in accordance with this Agreement for such affected Currency or such affected Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Rate determined or to be determined for such affected Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Committed Rate Loans during such affected Interest Period, , (c) the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower Company and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Loans under the relevant Facility requested to be made in such affected Currency on the first day of such affected Interest Period shall be made as ABR LoansLoans in Dollars in a Dollar Equivalent Amount, (y) any Committed Rate Loans under the relevant Facility that were to have been converted on the first day of such affected Interest Period from ABR Loans, to Eurocurrency Loans in such affected Currency, shall be continued as ABR Loans and (z) any outstanding Eurocurrency Loans under the relevant Facility in such affected Currency that were to have been continued as such shall be converted, on the last first day of the then-current such Interest Period with respect theretoPeriod, to ABR LoansLoans in Dollars in a Dollar Equivalent Amount. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Loans under the relevant Facility in such affected Currency shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for Period, or as applicable, on any Eurocurrency Loan: (a) day on which an ABR Loan bearing interest determined by reference to the Eurodollar Rate is outstanding, the Administrative Agent or the Required Lenders shall have determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan, a request for an ABR Loan to bear interest with reference to the Eurodollar Rate, or a conversion to or a continuation of either of the foregoing that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or or (bc) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall give telecopy notice thereof to promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereafter. If Any such notice is given determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (xw) any Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (x) any such requested ABR Loans which were to have utilized a Eurodollar Rate component in determining the ABR shall not utilize a Eurodollar Rate component in determining the ABR applicable to such requested ABR Loan, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect theretoPeriod, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Eurodollar Loans, and the utilization of the Eurodollar Rate component in determining the ABR shall be suspended.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period for any Eurocurrency Loan: Period, (ai) the Administrative Agent shall have determined in good faith (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (bii) the Administrative Agent shall have has received notice from the Majority Facility Required Lenders in respect of that the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as certified by such Lenders) of making or maintaining their affected Eurodollar Loans during such Interest Period, or (iii) U.S. Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower Borrowers and the relevant Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given given, (xA) any Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (yB) any Revolving Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency or continued as Eurodollar Loans shall be converted to or continued as ABR Base Rate Loans and (zC) any each outstanding Eurocurrency Loans under the relevant Facility Eurodollar Loan shall be converted, on the last day of the then-current Interest Period with respect theretothereof, to ABR Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower Borrowers have the right to convert Base Rate Loans under the relevant Facility or LMIR Loans to Eurocurrency Eurodollar Loans. (b) [Intentionally Omitted]

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the General Administrative Agent shall have determined (which determination shall be presumptively correct conclusive and binding upon the Borrowers absent demonstrable manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the General Administrative Agent shall have has received notice from the Majority Facility Lenders in respect of that the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as certified by such Lenders) of making or maintaining their affected Eurodollar Loans during such Interest Period, the General Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR U.S. Base Rate Loans or Canadian Base Rate Loans, as the case may be, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR U.S. Base Rate Loans or Canadian Base Rate Loans, as the case may be, and (z) any outstanding Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last first day of the then-current such Interest Period with respect theretoPeriod, to ABR U.S. Base Rate Loans or Canadian Base Rate Loans, as the case may be. Until such notice has been withdrawn time as the Eurodollar Rate can be determined by the General Administrative Agent (which action in the Administrative Agent will take promptly after manner specified in the conditions giving rise to definitions of such notice no longer exist)terms in Section 1.1, no further Eurocurrency Eurodollar Loans under the relevant affected Facility shall be made or continued as suchsuch at the end of the then current Interest Periods or shall be made, nor shall the relevant Borrower have the right to convert outstanding Loans under such Facility into Eurodollar Loans. The relevant Administrative Agent shall withdraw (i) any such notice pursuant to clause (a) above if the relevant Administrative Agent determines that the relevant circumstances have ceased to exist and (ii) any such notice pursuant to clause (b) above upon receipt of notice from the Majority Facility Lenders in respect of the relevant Facility that the relevant circumstances described in such clause (b) have ceased to Eurocurrency Loansexist.

Inability to Determine Interest Rate. If Subject to the following paragraph, if, prior to the first day of any Interest Period for any Eurocurrency Loan: (a) Period, the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency LIBOR Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in with respect of the relevant Facility that by reason of to any changes arising after the Closing Date the Eurocurrency Rate determined or to be determined Eurodollar Loan for such Interest Period will not adequately and fairly reflect (the cost to such Lenders (as certified by such Lenders) of making or maintaining their affected Loans during such Interest Period“Affected Eurodollar Rate”), the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (xa) any Eurocurrency Eurodollar Loans under the relevant Facility rate of interest applicable to which is based on the Affected Eurodollar Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans, Loans and (yb) any Term Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency or continued as Eurodollar Loans the rate of interest applicable to which is based upon the Affected Eurodollar Rate shall be converted to or continued as ABR Loans and (z) any outstanding Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect thereto, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Eurodollar Loans under the relevant Facility rate of interest applicable to which is based upon the Affected Eurodollar Rate shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans, the rate of interest applicable to which is based upon the Affected Eurodollar Rate. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error) that: (i) adequate and reasonable means do not exist for ascertaining the LIBOR Rate for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Rate or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), then, promptly after such determination (or if later, in the case of clause (ii), not later than 90 days prior to the Scheduled Unavailability Date), the Administrative Agent shall notify the Borrower and the Lenders (a “LIBOR Successor Notice”); or (iii) new syndicated loans have started to adopt a new benchmark interest rate, then the Administrative Agent may, but shall not be obligated to, provide a LIBOR Successor Notice to the Borrower and the Lenders, and in each of the cases described in the foregoing clauses (i)-(iii), this Agreement may, with the consent of the Borrower, be amended to replace the LIBO Rate with an alternate rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) by the Administrative Agent and the Borrower with the consent of the Required Lenders (which shall be deemed to be granted if the Administrative Agent posts a copy of such proposed amendment to Lenders and does not receive, within five Business Days thereafter, written notice from Lenders comprising the Required Lenders stating that such Required Lenders object to such amendment). Any rate adopted as provided above is referred to as the “LIBOR Successor Rate”. Any such amendment pursuant to this Section 4.7 shall include such conforming changes to the definition of Alternate Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate to reflect the adoption of the LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice, provided that to the extent that the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, the Administrative Agent shall administer such LIBOR Successor Rate in a manner determined by the Administrative Agent in consultation with the Borrower. If a LIBOR Successor Notice has been given and no LIBOR Successor Rate has been determined, the circumstances under clause (i) above exist or the relevant Facility Scheduled Unavailability Date has occurred (as applicable), the first paragraph of this Section 4.7 shall apply, without regard to Eurocurrency Loansclause (c) of the definition of “Alternate Base Rate.” Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency Eurodollar Loan: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct conclusive absent demonstrable manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date date of this Agreement the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy written notice thereof (including by telecopy) to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (xi) any Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (yii) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans and (ziii) any outstanding Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect thereto, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist), no further Eurocurrency Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (ai) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Eurodollar Loans denominated in Dollars under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Base Rate Loans and (z) any outstanding Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest Period with respect thereto, to ABR Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Eurodollar Loans. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 2.15(a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 2.15(a)(i) have not arisen but the supervisor for the administrator of the LIBO Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 10.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

Inability to Determine Interest Rate. If on or prior to the first day of date on which the Eurocurrency Rate is determined for any Interest Period for in respect of any Eurocurrency LoanLoan in any Currency: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct conclusive absent demonstrable manifest error) that, by reason of circumstances affecting the relevant marketmarket generally, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such affected Currency or such affected Interest Period, or (b) on the Business Day prior to the first day of the applicable Interest Period, the Administrative Agent shall have received notice from the Majority Facility Lenders in respect Banks having Revolving Commitments comprising at least 25% of the relevant Facility Total Revolving Commitments (or, in the case of Loans denominated in an Available Foreign Currency, Banks having at least 25% of the Foreign Currency Revolving Commitments in such Available Foreign Currency) that by reason of any changes arising after the Closing Date the Eurocurrency Rate determined or to be determined for such affected Interest Period will not adequately and fairly reflect the cost to such Lenders Banks (as conclusively certified by such LendersBanks) of making or maintaining their affected Committed Rate Loans during such affected Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower Company and the relevant Lenders Banks as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Loans under the relevant Facility requested to be made in such affected Currency on the first day of such affected Interest Period shall be made as ABR LoansLoans in Dollars in the Dollar Equivalent Amount, (y) any Committed Rate Loans under the relevant Facility that were to have been converted on the first day of such affected Interest Period from ABR Loans to Eurocurrency Loans shall be continued as ABR Loans and (z) any outstanding Eurocurrency Loans under the relevant Facility in such affected Currency that were to have been continued as such shall be converted, on the last first day of the then-current such Interest Period with respect theretoPeriod, to ABR LoansLoans in Dollars in the Dollar Equivalent Amount. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Loans under the relevant Facility in such affected Currency shall be made made, converted to or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Loans.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period for any a Eurocurrency Loan: (ai) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Adjusted LIBOR Rate with respect to any Eurocurrency Rate Loan (the “Affected Rate”) for such Interest PeriodPeriod (including because the LIBOR Screen Rate is not available or published on a current basis), or (bii) the Administrative Agent shall have received notice from is advised by the Majority Facility Required Lenders in respect of that the relevant Facility that by reason of any changes arising after Adjusted LIBOR Rate or the Closing Date the Eurocurrency Rate determined or to be determined LIBOR Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as certified by such Lendersor Lender) of making or maintaining their affected Loans during (or its Loan) included in such Borrowing for such Interest Period, the Administrative Agent shall give telecopy notice by electronic means or telephone thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (xa) any Eurocurrency Loans under to be made the relevant Facility rate of interest applicable to which is based on the Affected Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans, Loans and (yb) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Rate shall be converted to or continued as ABR Loans and (z) any outstanding Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect thereto, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Loans under the relevant Facility rate of interest applicable to which is based upon the Affected Rate shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans under the relevant Facility to Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Rate. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of the LIBOR Screen Rate has made a public statement that the administrator of the LIBOR Screen Rate is insolvent (and there is no successor administrator that will continue publication of the LIBOR Screen Rate), (x) the administrator of the LIBOR Screen Rate has made a public statement identifying a specific date after which the LIBOR Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBOR Screen Rate), (y) the supervisor for the administrator of the LIBOR Screen Rate has made a public statement identifying a specific date after which the LIBOR Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Screen Rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in subsection 10.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object in good faith to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this subsection 3.7(b), only to the extent the LIBOR Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Eurocurrency Loans requested to be made shall be made as ABR Loans, (y) any request to convert ABR Loans to Eurocurrency Loans shall be ineffective and (z) any request to continue Eurocurrency Loans shall be ineffective and such Loans shall be converted to ABR Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means (including, without limitation, by means of an Interpolated Rate) do not exist for ascertaining the Eurocurrency Eurodollar Base Rate or the Eurodollar Rate, as applicable, for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date Eurodollar Base Rate or the Eurocurrency Rate Eurodollar Rate, as applicable, determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect theretoPeriod, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which action notice shall be so withdrawn, by giving telecopy or telephonic notice thereof to the Administrative Agent will take promptly Borrower and the relevant Lenders, as soon as practicable after the conditions giving rise relevant circumstances have ceased to such notice no longer existbe applicable), no further Eurocurrency Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrower and each Foreign Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower or any Foreign Borrower, as applicable, and the relevant Lenders as soon as practicable thereafter. If such notice is given given, with respect to any Eurocurrency Loans denominated in Dollars (xw) any such Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (yx) any such Eurocurrency Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Base Rate Loans and (zy) any such outstanding Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest Period with respect thereto, to ABR Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Loans denominated in Dollars under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Loans. If such notice is given with respect to any Eurocurrency Loans denominated in Euros or an Available Foreign Currency, then, during the 30 days following the giving of such notice, the Administrative Agent and the Borrower, or any Foreign Borrower, as applicable, will negotiate in good faith in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the affected Eurocurrency Loans and, (i) if a substitute basis is agreed within that period between the Administrative Agent (with the consent of all the Lenders holding such Eurocurrency Loans), and the Borrower or any Foreign Borrower, as applicable, then it shall apply in accordance with its terms (and may be retrospective to the beginning of the relevant Interest Period) and (i) unless and until a substitute basis is so agreed, the interest payable to such Lenders on the applicable Eurocurrency Loans for the relevant Interest Period will be the rate certified by that Lender to be its cost of funds (from any source which it may reasonably select) plus the Applicable Margin.

Inability to Determine Interest Rate. If on or prior to the first day of date on which the Eurocurrency Rate is determined for any Interest Period for in respect of any Eurocurrency LoanLoan in any Currency: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct conclusive absent demonstrable manifest error) that, by reason of circumstances affecting the relevant marketmarket generally, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such affected Currency or such affected Interest Period, or or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect Banks having Commitments comprising at least 25% of the relevant Facility aggregate amount of the Commitments (or, in the case of Loans denominated in an Available Foreign Currency, Banks having at least 25% of the Foreign Currency Commitments in such Available Foreign Currency) that by reason of any changes arising after the Closing Date the Eurocurrency Rate determined or to be determined for such affected Interest Period will not adequately and fairly reflect the cost to such Lenders Banks (as conclusively certified by such LendersBanks) of making or maintaining their affected Committed Rate Loans during such affected Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower Company and the relevant Lenders Banks as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Loans under the relevant Facility requested to be made in such affected Currency on the first day of such affected Interest Period shall be made as ABR LoansLoans in Dollars in the Dollar Equivalent Amount, (y) any Committed Rate Loans under the relevant Facility that were to have been converted on the first day of such affected Interest Period from ABR Loans to Eurocurrency Loans shall be continued as ABR Loans and (z) any outstanding Eurocurrency Loans under the relevant Facility in such affected Currency that were to have been continued as such shall be converted, on the last first day of the then-current such Interest Period with respect theretoPeriod, to ABR LoansLoans in Dollars in the Dollar Equivalent Amount. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Loans under the relevant Facility in such affected Currency shall be made made, converted to or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate or the CDOR Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date Eurodollar Rate or the Eurocurrency CDOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Eurodollar Loans or CDOR Rate Loans, as applicable, under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR LoansLoans in the applicable Currency, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans Eurodollar Loans, or CDOR Rate Loans, as applicable shall be continued as ABR Loans in the applicable Currency and (z) any outstanding Eurocurrency Eurodollar Loans or CDOR Rate Loans, as applicable, under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect theretoPeriod, to ABR LoansLoans in the applicable Currency. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Eurodollar Loans or CDOR Rate Loans, as applicable, under the relevant Facility shall be made or continued as such, nor shall the any Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Eurodollar Loans or CDOR Rate Loans, as applicable.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LIBO Rate Loan: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency LIBO Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date date of this Agreement the Eurocurrency LIBO Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency LIBO Rate Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency LIBO Rate Loans shall be continued as ABR Base Rate Loans and (z) any outstanding Eurocurrency LIBO Rate Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect thereto, to ABR Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist), no further Eurocurrency LIBO Rate Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency LIBO Rate Loans.

Inability to Determine Interest Rate. If prior to the first day commencement of any Interest Period for any Eurocurrency Eurodollar Loan: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct conclusive absent demonstrable manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date date of this Agreement the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy email or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect thereto, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist), no further Eurocurrency Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Eurodollar Loans. Notwithstanding the foregoing, in the case of a pending request for a Eurodollar Loan as to which the Administrative Agent has made the determination described in clause (a) of the first sentence of this Section, the Administrative Agent, in consultation with the Borrower and the relevant Lenders, may establish an alternative interest rate that reflects the all-in-cost of funds to the Lenders for funding Loans in the applicable currency and amount, and with the same Interest Period as the Eurodollar Loan requested to be made, converted or continued, as the case may be (the “Impacted Loans”), in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (x) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this Section, (y) the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (z) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency Loan: (a) Period: the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Company and the Subsidiary Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest PeriodPeriod or the Offshore Rate for such Interest Period in respect of any Eligible Offshore Currency, or (b) or the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of that the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Eurodollar Rate or Offshore Rate determined or to be determined for such Interest Period in respect of any Eurodollar Loan or Revolving Offshore Loan in an Eligible Offshore Currency will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, or a Fronting Lender shall have determined (which determination shall be conclusive and binding upon the Company and the Subsidiary Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Cost of Funds for such Interest Period in respect of any Fronted Offshore Currency (any such Eligible Offshore Currency or Fronted Offshore Currency is referred to as an "Affected Offshore Currency"), then the Administrative Agent (or the relevant Fronting Lender in the cause of clause (c) above) shall give telecopy or telephonic notice thereof to the Borrower Company and the relevant Lenders (and, in the case of any notice by a Fronting Lender, the Administrative Agent) as soon as practicable thereafter. If such notice is given (xy) pursuant to either clause (a) or (b) of this subsection 6.8 in respect of Eurodollar Loans, then (i) any Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (yii) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Base Rate Loans and (ziii) any outstanding Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last first day of such Interest Period, to Base Rate Loans and (z) in respect of any Offshore Currency Loans, then (i) any Offshore Currency Loans in an Affected Offshore Currency requested to be made on the then-current first day of such Interest Period with respect thereto, to ABR Loansshall not be made and (ii) any outstanding Offshore Currency Loans in an Affected Offshore Currency shall be due and payable on the first day of such Interest Period. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Eurodollar Loans under the relevant Facility or Offshore Currency Loans in an Affected Offshore Currency shall be made or continued as such, nor shall the Borrower Company have the right to convert Base Rate Loans under the relevant Facility to Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for with respect to any Eurocurrency LIBOR Loan or the determination on any day of the CIBC Offered Rate to be applicable to any CIBC Offered Rate Loan: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency LIBO Adjusted Rate or CIBC Offered Rate for such Interest PeriodPeriod or day, as the case may be, or (b) the Administrative Agent shall have received notice from the Majority Facility Tranche A Lenders in respect of or the relevant Facility Majority Tranche B Lenders, as the case may be, that by reason of any changes arising after the Closing Date the Eurocurrency LIBO Adjusted Rate or CIBC Offered Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest PeriodPeriod or for such day, as the case may be, then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given given, any (xi)(A) any Eurocurrency LIBOR Loans under the relevant Facility requested to be made on the first day of such Interest Period and (B) CIBC Offered Rate Loans requested to be made on the requested borrowing date shall be made as ABR Prime Rate Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency applicable Tranche and (ii) outstanding LIBOR Loans or CIBC Offered Rate Loans shall be continued as ABR Loans and (z) any outstanding Eurocurrency Loans under the relevant Facility shall be converted, converted on the last day of the then-current Interest Period with respect theretoPeriod, in the case of LIBOR Loans, and on such date such notice is given, in the case of CIBC Offered Rate Loans, to ABR LoansPrime Rate Loans under the applicable Tranche; provided that (1) for purposes of subparagraph (i)(A) above, any Tranche A LIBOR Loans requested to be made in Canadian Dollars will be made in U.S. Dollars in an amount equal to the US$ Equivalent of such requested borrowing and (2) for purposes of subparagraph (ii) above, any outstanding Tranche A LIBOR Loans denominated in Canadian Dollars will be converted or continued in U.S. Dollars in an amount equal to the US$ Equivalent of such Tranche A LIBOR Loan. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency LIBOR Loans under the relevant Facility or CIBC Offered Rate Loans shall be made or continued as such, nor such but shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency be made or continued as Prime Rate Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency Eurodollar Loan: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct conclusive absent demonstrable manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date date of this Agreement the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect thereto, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist), no further Eurocurrency Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (ai) the Administrative Agent shall have determined (which determination shall be presumptively correct conclusive and binding absent demonstrable manifest error) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining Term SOFR, as applicable (including, without limitation, because the Eurocurrency Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Rate Term SOFR determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Term Benchmark Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Term Benchmark Loans shall be continued as ABR Base Rate Loans and (z) any outstanding Eurocurrency Term Benchmark Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect theretoPeriod, to ABR Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Term Benchmark Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Term Benchmark Loans. Notwithstanding anything to the contrary herein or in any other Fundamental Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark (including any related adjustments) for all purposes hereunder and under any Fundamental Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Fundamental Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Fundamental Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Fundamental Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders (b) Notwithstanding anything to the contrary herein or in any other Fundamental Document, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Fundamental Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Credit Agreement or any other Fundamental Document. (c) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.1, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Fundamental Document, except, in each case, as expressly required pursuant to this Section 3.1. (d) Notwithstanding anything to the contrary herein or in any other Fundamental Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such ▇▇▇▇▇▇▇▇▇ has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (e) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Term Benchmark Borrowing, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (A) solely with respect to any such request for a Term Benchmark Borrowing, an RFR Borrowing so long as the Daily Simple SOFR is not the subject of a Benchmark Transition Event or (B) an Base Rate Borrowing if the Daily Simple SOFR is the subject of a Benchmark Transition Event. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Furthermore, if any Term Benchmark Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 3.1, any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan, be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing so long as the Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) an Base Rate Loan if the Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day.

Inability to Determine Interest Rate. If on or prior to the first day of date on which the Eurocurrency Rate is determined for any Interest Period for in respect of any Eurocurrency LoanLoan in any Currency: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct conclusive absent demonstrable manifest error) that, by reason of circumstances affecting the relevant marketmarket generally, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such affected Currency or such affected Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect Banks having Commitments comprising at least 25% of the relevant Facility aggregate amount of the Commitments (or, in the case of Loans denominated in an Available Foreign Currency, Banks having at least 25% of the Foreign Currency Commitments in such Available Foreign Currency) that by reason of any changes arising after the Closing Date the Eurocurrency Rate determined or to be determined for such affected Interest Period will not adequately and fairly reflect the cost to such Lenders Banks (as conclusively certified by such LendersBanks) of making or maintaining their affected Committed Rate Loans during such affected Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower Company and the relevant Lenders Banks as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Loans under the relevant Facility requested to be made in such affected Currency on the first day of such affected Interest Period shall be made as ABR LoansLoans in Dollars in the Dollar Equivalent Amount, (y) any Committed Rate Loans under the relevant Facility that were to have been converted on the first day of such affected Interest Period from ABR Loans to Eurocurrency Loans shall be continued as ABR Loans and (z) any outstanding Eurocurrency Loans under the relevant Facility in such affected Currency that were to have been continued as such shall be converted, on the last first day of the then-current such Interest Period with respect theretoPeriod, to ABR LoansLoans in Dollars in the Dollar Equivalent Amount. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Loans under the relevant Facility in such affected Currency shall be made made, converted to or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Loans.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period for any a Eurocurrency Loan: (ai) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Adjusted LIBOR Rate with respect to any Eurocurrency Rate Loan (the “Affected Rate”) for such Interest PeriodPeriod (including because the LIBOR Screen Rate is not available or published on a current basis), or (bii) the Administrative Agent shall have received notice from is advised by the Majority Facility Required Lenders in respect of that the relevant Facility that by reason of any changes arising after Adjusted LIBOR Rate or the Closing Date the Eurocurrency Rate determined or to be determined LIBOR Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as certified by such Lendersor Lender) of making or maintaining their affected Loans during (or its Loan) included in such borrowing for such Interest Period, the Administrative Agent shall give telecopy notice by electronic means or telephone thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (xa) any Eurocurrency Loans under to be made the relevant Facility rate of interest applicable to which is based on the Affected Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans, Loans and (yb) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Rate shall be converted to or continued as ABR Loans and (z) any outstanding Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect thereto, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Loans under the relevant Facility rate of interest applicable to which is based upon the Affected Rate shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans under the relevant Facility to Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Rate. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of the LIBOR Screen Rate has made a public statement that the administrator of the LIBOR Screen Rate is insolvent (and there is no successor administrator that will continue publication of the LIBOR Screen Rate), (x) the administrator of the LIBOR Screen Rate has made a public statement identifying a specific date after which the LIBOR Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBOR Screen Rate), (y) the supervisor for the administrator of the LIBOR Screen Rate has made a public statement identifying a specific date after which the LIBOR Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Screen Rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in subsection 10.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object in good faith to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this subsection 3.7(b), only to the extent the LIBOR Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Eurocurrency Loans requested to be made shall be made as ABR Loans, (y) any request to convert ABR Loans to Eurocurrency Loans shall be ineffective and (z) any request to continue Eurocurrency Loans shall be ineffective and such Loans shall be converted to ABR Loans.

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

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have reasonably determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (xw) any Eurocurrency Borrowing Notice or Eurodollar Notice given by the Borrower may be rescinded by the Borrower and, if not so rescinded, any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (yx) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Base Rate Loans and (zy) any outstanding Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest Period with respect thereto, to ABR Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have reasonably determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency LIBOR Base Rate for such Interest Period, or (b) the Administrative Agent or the Required Lenders shall have received notice from reasonably and in good faith determined (which determination shall be conclusive and binding upon the Majority Facility Lenders in respect of the relevant Facility Borrower) that by reason of any changes arising after the Closing Date the Eurocurrency LIBOR Base Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as certified by such Lenders) any Lender of making or maintaining their affected Loans during such Interest Period, the Administrative Agent (at its own election or at the direction of the Required Lenders) shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency LIBOR Rate Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Floating Rate Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency LIBOR Rate Loans shall be continued as ABR Floating Rate Loans and (z) any outstanding Eurocurrency LIBOR Rate Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest Period with respect thereto, to ABR Floating Rate Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take shall promptly after do when the conditions giving rise to such notice applicable condition no longer existexists or when so directed by the Required Lenders), no further Eurocurrency LIBOR Rate Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under to LIBOR Rate Loans; provided, however, that the relevant Facility failure of the Administrative Agent to Eurocurrency Loanswithdraw such notice promptly shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement. If at any time the Borrower and the Administrative Agent determine in good faith that (i) the circumstances set forth in clause (a) or (b) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a) or (b) have not arisen but the supervisor for the administrator of the LIBOR Base Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Base Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor in good faith to establish an alternate rate of interest to the LIBOR Base Rate that is generally accepted as the then prevailing market convention for determining a rate of interest (including the making of appropriate adjustments to such alternate rate and this Agreement (x) to preserve pricing in effect at the time of selection of such alternate rate and (y) other changes necessary to reflect the available interest periods for such alternate rate) for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable; provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 8.2, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date a copy of such amendment is provided to the Lenders pursuant to Section 3.3(b), a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this paragraph (but, in the case of the circumstances described in clause (ii) of the first sentence of this paragraph, only to the extent the LIBOR Base Rate for such Interest Period is not available or published at such time on a current basis), (x) any request for the conversion of any Loan to, or continuation of any Loan as, a LIBOR Rate Loan shall be ineffective and (y) if any borrowing request requests a LIBOR Rate Loan, such LIBOR Rate Loan shall be made as a Floating Rate Loan.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate or LIBO Rate, as applicable (including the LIBO Screen Rate is not available or published on a current basis) for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, , (c) the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Base Rate Loans and (z) any outstanding Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest Period with respect thereto, to ABR Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Eurodollar Loans. (d) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Rate); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 10.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (c) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.17(c), only to the extent the LIBO Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any request by the Borrower that requests the conversion of any Borrowing of Loans, or continuation of any borrowing of Loans as, a borrowing of Eurodollar Rate Loans shall be ineffective and (y) if any Borrowing Notice requests a borrowing of Eurodollar Rate Loans, such borrowing shall be made as a borrowing of Base Rate Loans.

Inability to Determine Interest Rate. If on or prior to the first day of any Interest Period for any Eurocurrency Fixed Rate Loan: (a) the Administrative Agent shall have determined determines (which determination shall be presumptively correct absent demonstrable errorconclusive) that, that by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Euribor Rate for such Interest Period or the Offshore Rate for one or more Alternative Currencies for such Interest Period, ; or (b) the Administrative Required Lenders determine (which determination shall be conclusive) and notify the Agent shall have received notice from that the Majority Facility Lenders in respect of Euribor Rate or the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Offshore Rate determined for one or to be determined for such Interest Period more Alternative Currencies will not adequately and fairly reflect the cost to such the Lenders (as certified by such Lenders) of making funding or maintaining their affected Fixed Rate Loans during for such Interest Period, Period (any currency affected by the Administrative circumstances described in clause (a) or (b) is referred to as an “Affected Currency”); then the Agent shall give telecopy or telephonic notice thereof to the applicable Borrower or Borrowers and the relevant Lenders as soon as practicable thereafter. If such notice is given given, and unless an alternate rate is determined as set forth below, then (xi) any Eurocurrency such Loans under the relevant Facility in an Affected Currency requested to be made on the first day of such Interest Period shall not be made as ABR Loansmade, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans and (zii) any outstanding Eurocurrency Loans under the relevant Facility in an Affected Currency shall be converted, due and payable on the last day of the then-current Interest Period with respect thereto, to ABR Loans. Until and (iii) until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Loans under the relevant Facility in an Affected Currency shall be made or continued Continued as such. Notwithstanding the foregoing, nor as promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Agent with respect to such circumstances, the Agent (in consultation with the Lenders) shall negotiate with the applicable Borrower have or Borrowers in good faith to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the right maintaining of Loans in the Affected Currency. If a Substitute Rate is agreed upon by the applicable Borrower or Borrowers and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the applicable Borrower or Borrowers and all the Lenders within such time, each Lender’s Loans in the Affected Currency shall thereafter bear interest at a rate equal to convert the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Loans, plus (ii) the Applicable Margin plus (iii) any Mandatory Cost incurred by such Lender in respect of such Loans under the relevant Facility from time to Eurocurrency Loanstime.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date date of this Agreement the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect thereto, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist), no further Eurocurrency Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanLIBOR Loan in Dollars: (a) the Administrative Agent shall have reasonably determined (which determination shall be presumptively correct absent demonstrable error) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurocurrency LIBOR Rate or the Adjusted LIBOR Rate, as applicable, for such LIBOR Loan in such currency for such Interest Period, or (b) the Administrative Agent shall have received written notice from the Majority Facility Lenders in respect of the relevant a Facility that by reason of any changes arising after the Closing Date LIBOR Rate or the Eurocurrency Rate Adjusted LIBOR Rate, as applicable, determined or to be determined with respect to such LIBOR Loan under such Facility in such currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as certified by such Lenders) of making or maintaining their affected respective Loans during such Interest Period, ; then the Administrative Agent shall give telecopy notice thereof (which may be by telephone confirmed in writing) to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (xw) any Eurocurrency LIBOR Loans in Dollars under the relevant such Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, after consultation with the Borrower and the applicable Lenders, to compensate the applicable Lenders for such Loan in such currency for the applicable period plus the Applicable Margin, (yx) any Loans in Dollars under the relevant such Facility that were to have been converted on the first day of such Interest Period to Eurocurrency LIBOR Loans shall be continued as ABR Loans and (zy) any outstanding Eurocurrency LIBOR Loans in Dollars under the relevant such Facility shall be converted, on the last day of the then-current Interest Period with respect theretoPeriod, to ABR Loans, after consultation with the Borrower and the applicable Lenders, to compensate the applicable Lenders for such Loan in such currency for the applicable period plus the Applicable Margin. The Administrative Agent shall withdraw such notice as soon as adequate and reasonable means exist for ascertaining the LIBOR Rate or the Adjusted LIBOR Rate, as applicable. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency LIBOR Loans under the relevant such Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans to LIBOR Loans under the relevant Facility to Eurocurrency Loanssuch Facility.

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

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (ai) the Administrative Agent shall have reasonably determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Term SOFR Reference Rate for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Term SOFR Reference Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as reasonably determined and conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy written notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafterthereafter but at least two (2) Business Days prior to the first day of such Interest Period. If such notice is given (x) any Eurocurrency SOFR Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Alternative Base Rate Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency SOFR Loans shall be continued as ABR Alternative Base Rate Loans and (z) any outstanding Eurocurrency SOFR Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest Period with respect theretoPeriod, to ABR Alternative Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent (which action notice the Administrative Agent will take agrees to withdraw promptly after upon a determination that the conditions giving condition or situation which gave rise to such notice no longer existexists), no further Eurocurrency SOFR Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency SOFR Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (xw) any Dollar Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (yx) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans and Loans, (zy) any outstanding Dollar Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect theretoPeriod, to ABR LoansLoans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable Margin. Until such notice has been withdrawn by the Administrative Agent (Agent, which action the Administrative Agent will take promptly after agrees to do upon the conditions cessation of the events giving rise to such notice no longer exist)notice, no further Dollar Eurocurrency Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Dollar Eurocurrency Loans.

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

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency LIBOR Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders any Lender in respect of the relevant Revolving Facility that by reason of any changes arising after the Closing Date the Eurocurrency LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders Lender (as conclusively certified by such LendersLender) of making or maintaining their affected Revolving Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency LIBOR Loans under the relevant Revolving Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (y) any Revolving Loans under the relevant Revolving Facility that were to have been converted on the first day of such Interest Period to Eurocurrency LIBOR Loans shall be continued as ABR Base Rate Loans and (z) any outstanding Eurocurrency LIBOR Loans under the relevant Revolving Facility shall be converted, on the last day of the then-current Interest Period with respect theretoPeriod, to ABR Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency LIBOR Loans under the relevant Revolving Facility shall be made or continued as such, nor shall the Borrower have the right to convert Revolving Loans under the relevant Revolving Facility to Eurocurrency LIBOR Loans.

Inability to Determine Interest Rate. If Subject to clause (b) below, if prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (ai) the Administrative Agent shall have reasonably determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, (ii) deposits in the relevant amount, in the relevant currency and for the relevant Interest Period are not available to it in the London interbank market; or (biii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as reasonably determined and conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafterthereafter but at least two (2) Business Days prior to the first day of such Interest Period. If such notice is given (x) any Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR LoansBase Rate Loans (or, in the case of a Revolving Loan denominated in any Alternate Currency, the Borrower and the Revolving Lenders shall establish a mutually acceptable alternative rate), (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Base Rate Loans (or, in the case of a Revolving Loan denominated in any Alternate Currency, the Borrower and the Revolving Lenders shall establish a mutually acceptable alternative rate) and (z) any outstanding Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect theretoPeriod, to ABR LoansBase Rate Loans (or, in the case of a Revolving Loan denominated in any Alternate Currency, the Borrower and the Revolving Lenders shall establish a mutually acceptable alternative rate). Until such notice has been withdrawn by the Administrative Agent (which action notice the Administrative Agent will take agrees to withdraw promptly after upon a determination that the conditions giving condition or situation which gave rise to such notice no longer existexists), no further Eurocurrency Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Eurodollar Loans.

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

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

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency Loan: Agent determines that (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable error) that, by reason quotations of circumstances affecting interest rates for the relevant marketdeposits are not being provided in the relevant amounts or for the relevant maturities for purposes of determining the interest rate on a Eurodollar Advance as provided in this Agreement, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Rate determined or interest rates applicable to be determined for such Interest Period will a Eurodollar Advance do not adequately and fairly reflect accurately cover the cost to such Lenders (as certified by such Lenders) the Bank of making making, funding or maintaining their affected Loans during Eurodollar Advances, then the Agent shall, at the Agent’s option, give notice of such Interest Period, the Administrative Agent shall give telecopy notice thereof circumstances to the Borrower and Borrower, whereupon (i) the relevant obligation of the Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period make Eurodollar Advances shall be made as ABR Loanssuspended until the Agent notifies the Borrower that the circumstances giving rise to the suspension no longer exist, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans and (zii) any the Borrower shall repay in full the then outstanding Eurocurrency Loans under the relevant Facility shall be convertedprincipal amount of each Eurodollar Rate Advance, together with accrued interest, on the last day of the then-then current Interest Period applicable to the Eurodollar Advance, provided, however, that, subject to the terms and conditions of this Agreement and the other Loan Documents, the Borrower shall be entitled to simultaneously replace the entire outstanding balance of any Eurodollar Advance repaid in accordance with respect thereto, to ABR Loansthis section with an Advance bearing interest at the CB Floating Rate plus the Applicable Margin for CB Floating Rate Advances in the same amount. Until such notice has been withdrawn by If the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist), no further Eurocurrency Loans under determines on any day that quotations of interest rates for the relevant Facility deposits referred to in the definition of Adjusted One Month Eurodollar Rate are not being provided for purposes of determining the interest rate on any CB Floating Rate Advance on any day, then each CB Floating Rate Advance shall be made or continued as such, nor shall bear interest at the Borrower have Prime Rate plus the right to convert Loans under Applicable Margin for CB Floating Rate Advances until the Agent determines that quotations of interest rates for the relevant Facility deposits referred to Eurocurrency Loansin the definition of Adjusted One Month Eurodollar Rate are being provided.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate or BA Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Eurodollar Rate or BA Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the applicable Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Eurodollar Loans or BA Rate Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans or Canadian Prime Rate Loans, respectively, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans or BA Rate Loans shall be continued as ABR Base Rate Loans or Canadian Prime Rate Loans, respectively, and (z) any outstanding Eurocurrency Eurodollar Loans or BA Rate Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest Period with respect theretoPeriod, to ABR Base Rate Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist), no further Eurocurrency Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower Borrowers have the right to convert Loans under the relevant Facility to Eurocurrency Eurodollar Loans or BA Rate Loans. (c) Solely with respect to the U.S. Term B Loans and any other Facility established after the Amendment No. 1 Effective Date (each an “Applicable Facility”), if at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrowers shall endeavor to establish an alternate rate of interest to the LIBO Rate for each Applicable Facility that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin). Notwithstanding anything to the contrary in Section 11.1, such amendment shall become effective as to each Applicable Facility without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Majority Facility Lenders of each Applicable Facility stating that such Majority Facility Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (c) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 4.7(c), only to the extent the LIBO Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Borrowing Notice that requests the borrowing of or conversion of any borrowing to, or continuation of any Loan as, a Eurodollar Loan shall be ineffective and (y) if any Borrowing Notice requests a Eurodollar Loan, such Loan shall be made as a Base Rate Loan; provided that, if such alternate rate of interest shall be less than 0.00%, such rate shall be deemed to be 0.00% for the purposes of this Agreement.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate Adjusted LIBOR for such Interest Period, or (b) the Administrative Agent shall have received notice from Required Lenders that the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Rate Adjusted LIBOR determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given given, (x) unless the Borrower shall have elected (subject to the provisions of Section 2.17), by notice to the Administrative Agent not later than 10:00 A.M., Denver time, on the scheduled Borrowing Date for such Loans, not to borrow such Loans, any Eurocurrency LIBOR Loans under the relevant Revolving Credit Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (y) any Loans under the relevant Revolving Credit Facility that were to have been converted on the first day of such Interest Period to Eurocurrency LIBOR Loans shall be continued as ABR Base Rate Loans and (z) any outstanding Eurocurrency LIBOR Loans under the relevant Revolving Credit Facility shall be converted, on the last day of the then-then current Interest Period with respect thereto, to ABR Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency LIBOR Loans under the relevant Revolving Credit Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Revolving Credit Facility to Eurocurrency LIBOR Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable error) in good faith that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as certified in good faith by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice (promptly confirmed in writing) thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Base Rate Loans and (z) any outstanding Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest Period with respect thereto, to ABR Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent (which action notice, in the case of Section 2.17(b), the Administrative Agent will take shall withdraw promptly after the conditions giving rise to upon notice by Majority Facility Lenders that such notice is no longer existthe case (which notice Majority Facility Lenders shall promptly deliver to the Administrative Agent when such is no longer the case)), no further Eurocurrency Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the any Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate or BA Rate for such Interest Period, or or (b) (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Eurodollar Rate or BA Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the applicable Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Eurodollar Loans or BA Rate Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans or Canadian Prime Rate Loans, respectively, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans or BA Rate Loans shall be continued as ABR Base Rate Loans or Canadian Prime Rate Loans, respectively, and (z) any outstanding Eurocurrency Eurodollar Loans or BA Rate Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest Period with respect theretoPeriod, to ABR Base Rate Loans or Canadian Prime Rate Loans, respectively. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist), no further Eurocurrency Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower Borrowers have the right to convert Loans under the relevant Facility to Eurocurrency Eurodollar Loans or BA Rate Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable error) in good faith that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as certified in good faith by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice (promptly confirmed in writing) thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Base Rate Loans and (z) any outstanding Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest Period with respect thereto, to ABR Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent (which action notice, in the case of Section 2.17(b), the Administrative Agent will take shall withdraw promptly after upon notice by Majority Facility Lenders that the conditions giving rise to such notice determination made thereunder is no longer existthe case (which notice Majority Facility Lenders shall promptly deliver to the Administrative Agent when the determination made under Section 2.17(b) is no longer the case)), no further Eurocurrency Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the any Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct conclusive and binding upon the Borrower, absent demonstrable manifest error) that, that the Eurodollar Rate cannot be determined by any of the means set forth in the definition of “Eurodollar Rate” or by reason of circumstances affecting the relevant eurodollar market, adequate and reasonable means do quotations of interest rates for the relevant deposits are not exist being provided to Citibank in the relevant amount or for ascertaining the Eurocurrency relevant maturities for purposes of determining the Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of that the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders, absent manifest error) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy facsimile or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last first day of the then-current such Interest Period with respect theretoPeriod, to ABR Loans. Each such Lender shall promptly notify the Administrative Agent upon any change in such determination of the adequacies and fairness of the Eurodollar Rate, and the Administrative Agent shall promptly withdraw its notice to the Borrower following receipt of such notices from the Required Lenders. Until such notice has been withdrawn withdrawal by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans under the relevant Facility to Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate LIBOR for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders that (i) deposits in Dollars for the applicable amounts are not being offered to such Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Rate London interbank eurodollar market for such Interest Period or (ii) LIBOR determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans Advances during such Interest Period, the Administrative Agent shall give telecopy facsimile or telephonic notice thereof (a “Rate Determination Notice”) to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given given, during the thirty (x30) any Eurocurrency Loans under day period following such Rate Determination Notice (the relevant Facility requested “Negotiation Period”), the Borrower and the Administrative Agent shall negotiate in good faith with a view to be made agreeing upon a substitute interest rate basis (having the written approval of the Majority Lenders) for the Advances (a “Substitute Basis”), and if such Substitute Basis is so agreed upon during the Negotiation Period, such Substitute Basis shall apply in lieu of LIBOR for such Interest Period. If the Borrower and the Administrative Agent (with the written approval of the Majority Lenders) fail to agree upon a Substitute Basis within such thirty (30) day period, then at the option of the Borrower, either (i) the unpaid principal amount of the Advances shall become due and payable on the first date which is five (5) Business Days following the last day of such Negotiation Period, together with all accrued and unpaid interest thereon at the rate per annum equal to the Applicable Margin plus the rate determined by the Administrative Agent to have been necessary to maintain such unpaid principal amount during such period or (ii) the interest rate during such Interest Period applicable to each Lender’s Advances to which such Interest Period relates and effective from the commencement of such Interest Period shall be made (A) such rate as ABR Loans, such Lender shall determine (yin a certificate delivered by such Lender to the Administrative Agent (with any indication of such Lender’s cost of funds or related information contained in such certificate to be kept confidential by the Administrative Agent and not shared with the Borrower (except on a no names basis) or any Loans under other Lender) to be necessary to compensate such Lender for its cost (rounded upward to the relevant Facility that were to have been converted on nearest 1/16 of 1%) of funding its Advances as of the first day commencement of such Interest Period to Eurocurrency Loans for such Interest Period plus (B) the Applicable Margin. The Administrative Agent shall notify the Borrower of each such determination as promptly as practicable. If a Rate Determination Notice is given, no further Advances shall be continued as ABR Loans and (z) any outstanding Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect thereto, to ABR Loans. Until made until such notice Rate Determination Notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist), no further Eurocurrency Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Loans.a Substitute Basis has been agreed

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency Loan: Agent determines that (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable error) that, by reason quotations of circumstances affecting interest rates for the relevant marketdeposits are not being provided in the relevant amounts or for the relevant maturities for purposes of determining the interest rate on a Eurodollar Advance as provided in this Agreement, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Rate determined or interest rates applicable to be determined for such Interest Period will a Eurodollar Advance do not adequately and fairly reflect accurately cover the cost to such Lenders (as certified by such Lenders) the Bank of making making, funding or maintaining their affected Loans during Eurodollar Advances, then the Agent shall, at the Agent's option, give notice of such Interest Period, the Administrative Agent shall give telecopy notice thereof circumstances to the Borrower and Borrower, whereupon (i) the relevant obligation of the Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period make Eurodollar Advances shall be made as ABR Loanssuspended until the Agent notifies the Borrower that the circumstances giving rise to the suspension no longer exist, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans and (zii) any the Borrower shall repay in full the then outstanding Eurocurrency Loans under the relevant Facility shall be convertedprincipal amount of each Eurodollar Rate Advance, together with accrued interest, on the last day of the then-then current Interest Period applicable to the Eurodollar Advance, provided, however, that, subject to the terms and conditions of this Agreement and the other Loan Documents, the Borrower shall be entitled to simultaneously replace the entire outstanding balance of any Eurodollar Advance repaid in accordance with respect thereto, to ABR Loansthis section with an Advance bearing interest at the CB Floating Rate minus the Applicable Rate for CB Floating Rate Advances in the same amount. Until such notice has been withdrawn by If the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist), no further Eurocurrency Loans under determines on any day that quotations of interest rates for the relevant Facility deposits referred to in the definition of Adjusted One Month Eurodollar Rate are not being provided for purposes of determining the interest rate on any CB Floating Rate Advance on any day, then each CB Floating Rate Advance shall be made or continued as such, nor shall bear interest at the Borrower have Prime Rate minus the right to convert Loans under Applicable Rate for CB Floating Rate Advances until the Agent determines that quotations of interest rates for the relevant Facility deposits referred to Eurocurrency Loansin the definition of Adjusted One Month Eurodollar Rate are being provided.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate with respect to any Eurocurrency Loan for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Rate with respect to any Eurocurrency Loan determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest PeriodPeriod (either the determination by the Administrative Agent described in the preceding clause (a) or the notice from the Majority Facility Lenders described in this clause (b), which affects a Eurocurrency Rate, such rate, the "Affected Eurocurrency Rate"), the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower Borrowers and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Loans under the relevant Facility the rate of interest applicable to which is based upon the Affected Eurocurrency Rate requested to be made on the first day of such Interest Period shall be made as ABR LoansBase Rate Loans (provided that prior to 1:00 p.m. on the Business Day preceding the first day of such Interest Period the Borrowers may revoke their notice of borrowing, in which case no such Loans shall be made), (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate shall be converted to or continued as ABR Base Rate Loans and (z) any outstanding Eurocurrency Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate shall be converted, on the last first day of the then-current such Interest Period with respect theretoPeriod, to ABR Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Loans under the relevant Facility the rate of interest applicable to which is based upon the Affected Eurocurrency Rate shall be made or continued as such, nor shall the Borrower Borrowers have the right to convert Loans under the relevant Facility to Eurocurrency LoansLoans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate. The Administrative Agent agrees to withdraw any such notice as soon as reasonably practicable after the Administrative Agent is notified of a change in circumstances which makes such notice inapplicable.

Inability to Determine Interest Rate. If (a) In the event, and on each occasion, that on the day two Business Days prior to the first day commencement of any Interest Period for a Eurocurrency Borrowing of any Eurocurrency Loan: (a) Type, the Administrative Agent shall have determined (that Dollar deposits or deposits in the Alternative Currency in which determination shall such Borrowing is to be presumptively correct absent demonstrable error) that, by reason denominated in the principal amounts of circumstances affecting the relevant Loans comprising such Borrowing are not generally available in the London interbank market, adequate and or that reasonable means do not exist for ascertaining the Eurocurrency LIBO Rate for such Interest Periodor EURIBO Rate, or (b) and the Administrative Agent shall have received determined that none of the circumstances in clauses (i) and (ii) of Section 1.09(a) apply, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice from of such determination to the applicable Borrower and the Lenders and, until the Administrative Agent shall have advised the applicable Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a Borrower for a Eurocurrency Competitive Borrowing pursuant to Section 2.06 shall be of no force or effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Term Borrowing, Eurocurrency Standby Borrowing of the affected Type or in the affected currency shall be deemed to be a request for a Base Rate Borrowing denominated in Dollars and (iii) any Interest Election Request that requests the conversion of any Standby Borrowing and/or Term Borrowing to, or continuation of any Standby Borrowing or Term Borrowing, as applicable, as, a Eurocurrency Borrowing shall be ineffective, and unless repaid such Borrowing shall be converted to or continued on the last day of the Interest Period applicable thereto (A) if such Borrowing is denominated in Dollars, as a Base Rate Borrowing, or (B) if such Borrowing is denominated in any Alternative Currency, as a Borrowing bearing interest at such rate as the Administrative Agent shall determine adequately and fairly reflects the cost to the affected Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period (which shall at no time be less than 0.001.00% per annum) plus the Applicable Margin. (b) In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowing of any Type the Administrative Agent shall have been advised by the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date rates at which Dollar deposits or deposits in the Eurocurrency Rate determined or Alternative Currency in which such Borrowing is to be determined for denominated in the principal amounts of the Loans comprising such Interest Period Borrowing are being offered will not adequately and fairly reflect the cost to such Lenders (as certified by such Lenders) of making or maintaining their affected Eurocurrency Loans during such Interest Period, the Administrative Agent shall Agent, may in consultation with the affected Lenders, give written or telecopy notice thereof of such determination to the Company, the applicable Borrower and the relevant applicable Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans and (z) any outstanding Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect thereto, to ABR Loans. Until such notice has been withdrawn by until the Administrative Agent (which action shall have advised the Administrative Agent will take promptly after Company, the conditions applicable Borrower and the applicable Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a Borrower for a Eurocurrency Competitive Borrowing pursuant to Section 2.06 may be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Standby Borrowing of the affected Type or in the affected currency may deemed to be a request for a Base Rate Borrowing denominated in Dollars, (iii) any request by a Borrower for a Eurocurrency Term Borrowing of the affected Type may deemed to be a request for a Base Rate Borrowing and (iv) any Interest Election Request that requests the conversion of any Term Borrowing and/or Standby Borrowing to, or continuation of any Term Borrowing and/or Standby Borrowing, as applicable, a Eurocurrency Borrowing may be deemed ineffective, and unless repaid such Borrowing may be converted to or continued on the last day of the Interest Period applicable thereto (A) if such Borrowing is denominated in Dollars, as a Base Rate Borrowing, or (B) if such Borrowing is denominated in any Alternative Currency, as a Borrowing bearing interest at such rate as the Administrative Agent shall determine adequately and fairly reflects the cost to the applicable Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (which shall at no time be less than 0.001.00% per annum), as notified to the Company no further Eurocurrency Loans later than one Business Day prior to the last day of such applicable Interest Period, plus the Applicable Margin. (c) Each determination by the Administrative Agent under the relevant Facility this Section 2.17 shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Loansconclusive absent manifest error.

Inability to Determine Interest Rate. If prior in connection with any request for a Eurodollar Loan or a conversion to the first day of any Interest Period for any Eurocurrency Loan: or continuation thereof, (a) the Administrative Agent shall have determined determines that (which determination shall be presumptively correct absent demonstrable errori) thatDollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Loan, by reason of circumstances affecting the relevant market, or (ii) adequate and reasonable means do not exist for ascertaining determining the Eurocurrency Eurodollar Rate for such any requested Interest PeriodPeriod with respect to a proposed Eurodollar Loan or in connection with an existing or proposed ABR Loan, or or (b) the Administrative Agent shall have received notice from or the Majority Facility Required Lenders in respect of determine that for any reason the relevant Facility that by reason of Eurodollar Rate for any changes arising after the Closing Date the Eurocurrency Rate determined or to be determined for such requested Interest Period will with respect to a proposed Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Loan (as certified by such Lendersin each case with respect to clause (a) of making or maintaining their affected Loans during such Interest Periodand clause (b) above, “Impacted Loans”), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Loans shall give telecopy notice thereof be suspended (to the extent of the affected Eurodollar Loans or Interest Periods) and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the ABR, the utilization of the Eurodollar Rate component in determining the ABR shall be suspended, in each case until the Administrative Agent upon the instruction of the Required Lenders revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Eurodollar Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for ABR Loans in the amount specified therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in this Section, the Borrower and the relevant Lenders as soon as practicable thereafter. If Administrative Agent, on behalf of the affected Lenders, will negotiate in good faith to establish an alternative interest rate for the Impacted Loans, giving due consideration to the then-prevailing market convention (if any) for determining a rate of interest for loans denominated in Dollars, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice is given (x) any Eurocurrency delivered with respect to the Impacted Loans under the relevant Facility requested first sentence of this Section, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to be such Lenders of funding the Impacted Loans, or (3) any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the first day authority of such Interest Period Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof. If the Administrative Agent has made the determination described in this Section and either of the events described in clause (2) or clause (3) of this Section occur, the Borrower and the Administrative Agent, on behalf of the affected Lenders, shall be made as ABR Loansnegotiate in good faith to establish a second alternative rate of interest; provided that if the Borrower and the Administrative Agent are unable to agree on an alternative rate of interest or a second alternative rate of interest, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Impacted Loans shall be continued as be, at the election of the Borrower, converted into ABR Loans and (z) any outstanding Eurocurrency Loans under or prepaid at the relevant Facility shall be converted, on the last day end of the then-current Interest Period with respect thereto, to ABR for such Impacted Loans. Until Upon any such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)prepayment, no further Eurocurrency Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have shall also pay accrued interest on the right to convert Loans under the relevant Facility to Eurocurrency Loansamount so prepaid.

Inability to Determine Interest Rate. If prior to the ------------------------------------ first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have determined in accordance with its standard commercial practices (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower Borrowers and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Alternate Base Rate Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Alternate Base Rate Loans and (z) any outstanding Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect theretoPeriod, to ABR Alternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower Borrowers have the right to convert Loans under the relevant Facility to Eurocurrency Loans.

Inability to Determine Interest Rate. If on or prior to the first day of Quotation Day for any Interest Period for in respect of any Eurocurrency LoanLoan in any Currency: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct conclusive absent demonstrable manifest error) that, by reason of circumstances affecting the relevant marketmarket generally, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such affected Currency or such affected Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect having Commitments comprising at least 25% of the relevant Facility aggregate amount of the Commitments that by reason of any changes arising after the Closing Date the Eurocurrency Rate determined or to be determined for such affected Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Committed Rate Loans during such affected Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower Company and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Loans under the relevant Facility requested to be made in such affected Currency on the first day of such affected Interest Period shall be made as ABR LoansLoans in Dollars in a Dollar Equivalent Amount, (y) any y)any Committed Rate Loans under the relevant Facility that were to have been converted on the first day of such affected Interest Period from ABR Loans, to Eurocurrency Loans in such affected Currency, shall be continued as ABR Loans and (z) any outstanding Eurocurrency Loans under the relevant Facility in such affected Currency that were to have been continued as such shall be converted, on the last first day of the then-current such Interest Period with respect theretoPeriod, to ABR LoansLoans in Dollars in a Dollar Equivalent Amount. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Loans under the relevant Facility in such affected Currency shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for Periodon any Eurocurrency Loandate on which the Daily LIBO Rate would otherwise be determined: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct conclusive absent demonstrable manifest error) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means (including, without limitation, by means of an Interpolated Rate) do not exist for ascertaining the Eurocurrency Eurodollar Base Rate or the EurodollarDaily LIBO Rate, as applicable, for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of that the relevant Facility that by reason of any changes arising after Eurodollar Base Rate or the Closing Date the Eurocurrency Rate EurodollarDaily LIBO Rate, as applicable, determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect theretoPeriod, to ABR Loans. Until ., then Uuntil such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Eurodollar Loans., any outstanding Loans shall bear interest at a rate per annum equal to the ABR plus the Applicable Margin.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrower or relevant Subsidiary Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, , 1. the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower or relevant Subsidiary Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (xw) any Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (yx) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans and (zy) any outstanding Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect theretoPeriod, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower nor any Subsidiary Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Loans.

Inability to Determine Interest Rate. If prior to the first day ------------------------------------ of any Interest Period for any Eurocurrency LoanPeriod: (a) the General Administrative Agent shall have determined (which determination shall be presumptively correct conclusive and binding upon the Borrowers absent demonstrable manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the General Administrative Agent shall have has received notice from the Majority Facility Lenders in respect of that the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as certified by such Lenders) of making or maintaining their affected Eurodollar Loans during such Interest Period, the General Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Base Rate Loans and (z) any outstanding Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last first day of the then-current such Interest Period with respect theretoPeriod, to ABR Base Rate Loans. Until such notice has been withdrawn time as the Eurodollar Rate can be determined by the General Administrative Agent (which action in the Administrative Agent will take promptly after manner specified in the conditions giving rise to definitions of such notice no longer exist)terms in subsection 1.1, no further Eurocurrency Eurodollar Loans under the relevant affected Facility shall be made or continued as suchsuch at the end of the then current Interest Periods or shall be made, nor shall the relevant Borrower have the right to convert outstanding Loans under such Facility into Eurodollar Loans. The Administrative Agent shall withdraw (i) any such notice pursuant to clause (a) above if the Administrative Agent determines that the relevant circumstances have ceased to exist and (ii) any such notice pursuant to clause (b) above upon receipt of notice from the Majority Facility Lenders in respect of the relevant Facility that the relevant circumstances described in such clause (b) have ceased to Eurocurrency Loansexist.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Eurodollar 39 44 Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Base Rate Loans and (z) any outstanding Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest Period with respect thereto, to ABR Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent (as to (a) above, which action such notice shall be withdrawn as soon as practicable after the Administrative Agent will take promptly after has determined that the conditions circumstances giving rise to the original notice no longer exist and as for (b) above, which such notice shall be withdrawn as soon as practicable after the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the circumstances giving rise to the original notice no longer exist), no further Eurocurrency Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period for Period, or as applicable, on any Eurocurrency Loan: (a) day on which an ABR Loan bearing interest determined by reference to the Eurodollar Rate is outstanding), the Administrative Agent or the Required Lenders shall have determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan, a request for an ABR Loan to bear interest with reference to the Eurodollar Rate, or a conversion to or a continuation of either of the foregoing that, by reason of circumstances affecting the relevant market, (i) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (ii) adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or or (biii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (i), (ii) or (iii), the Administrative Agent shall give telecopy notice thereof to promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereafter. If Any such notice is given determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (xw) any Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (x) any such requested ABR Loans which were to have utilized a Eurodollar Rate component in determining the ABR shall not utilize a Eurodollar Rate component in determining the ABR applicable to such requested ABR Loan, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect theretoPeriod, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Eurodollar Loans, and the utilization of the Eurodollar Rate component in determining the ABR shall be suspended.

Inability to Determine Interest Rate. If (a) Subject to clauses (b), (c), (d), (e), (f) and (g) of this Section 2.16: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior to the first day commencement of any Interest Period for any Eurocurrency Loan: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable error) thata LIBO Rate Borrowing, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurocurrency Adjusted LIBO Rate or the LIBO Rate (including because the LIBO Screen Rate is not available or published on a current basis), for Dollars and such Interest Period, ; or (bii) the Administrative Agent shall have received notice from is advised by the Majority Facility Required Lenders in respect of that prior to the relevant Facility that by reason commencement of any changes arising after Interest Period for a LIBO Rate Borrowing, the Closing Date Adjusted LIBO Rate or the Eurocurrency LIBO Rate determined or to be determined for Dollars and such Interest Period will not adequately and fairly reflect the cost to such Lenders (as certified by such Lendersor Lender) of making or maintaining their affected Loans during (or its Loan) included in such Borrowing for such Interest Period, ; then the Administrative Agent shall give telecopy notice thereof to the Borrower and the relevant Lenders by telephone, telecopy or electronic mail as soon promptly as practicable thereafter. If such notice is given (x) any Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loansthereafter and, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans and (z) any outstanding Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect thereto, to ABR Loans. Until such notice has been withdrawn by until the Administrative Agent (which action notifies the Administrative Agent will take promptly after Borrower and the conditions Lenders that the circumstances giving rise to such notice no longer exist), no further Eurocurrency Loans under the relevant Facility (A) any continuation of any Borrowing as a LIBO Rate Borrowing shall be ineffective and (B) if any borrowing request requests a LIBO Rate Borrowing, such Borrowing shall be made or continued as suchan ABR Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, nor then all other Types of Borrowings shall be permitted. Furthermore, if any LIBO Rate Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.16, then until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, then on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), such Loan shall be converted by the Administrative Agent to, and shall constitute, an ABR Loan on such day. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (c) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause (c) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after the occurrence of a Term SOFR Transition Event and may do so in its sole discretion. (d) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to convert make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (e) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.16, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.16. (f) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or the Adjusted LIBO 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 “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (g) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a LIBO Rate Borrowing of, conversion to or continuation of LIBO Rate Loans under to be made, converted or continued during any Benchmark Unavailability Period and, failing that, such Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans. During any Benchmark Unavailability Period or at any time that a tenor for the relevant Facility then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR. Furthermore, if any LIBO Rate Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, then until such time as a Benchmark Replacement is implemented pursuant to Eurocurrency Loans.this Section 2.16, then on the last day of the Interest Period applicable to such Loan (or the next succeeding Business day if such day is not a Business Day), such Loan shall be converted by the Administrative Agent to, and shall constitute, an ABR Loan on such day

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders Funding Parties in respect of the relevant Facility that by reason of any changes arising after the Closing Date date of this Agreement the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders Funding Parties (as certified by such LendersFunding Parties) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders Funding Parties as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect thereto, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist), no further Eurocurrency Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate with respect to the currency in which a Loan or a requested Loan is denominated (the "Affected Currency") for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Rate determined or to be determined with respect to the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (xw) any Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR LoansBase Rate Loans in Dollars, (yx) any Loans under the relevant Facility denominated in Dollars that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Base Rate Loans, (y) any outstanding Eurocurrency Loans under the relevant Facility denominated in Dollars shall be converted, on the last day of the then current Interest Period with respect thereto, to Base Rate Loans and (z) any outstanding Eurocurrency Loans under the relevant Facility denominated in any Optional Currency shall be converted, repaid on the last first day of the then-current such Interest Period with respect thereto, to ABR LoansPeriod. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Loans.

Inability to Determine Interest Rate. If on or prior to the first day of Quotation Day for any Interest Period for in respect of any Eurocurrency LoanLIBOR Loans, EURIBOR Loans or CDOR Loans in any Currency: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct conclusive absent demonstrable manifest error) that, by reason of circumstances affecting the relevant marketmarket generally, adequate and reasonable means do the Administrative Agent cannot exist for ascertaining ascertain the Eurocurrency LIBO Rate, EURIBO Rate or the CDO Rate, as applicable, in accordance with this Agreement for such affected Currency or such affected Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of that the relevant Facility that by reason of any changes arising after LIBO Rate, the Closing Date EURIBO Rate or the Eurocurrency Rate CDO Rate, as applicable, determined or to be determined for such affected Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such affected Interest Period, then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower Company and the relevant such Lenders as soon as practicable thereafter. If such notice is given given, then (xi) any Eurocurrency LIBOR Loans, EURIBOR Loans under the relevant Facility or CDOR Loans requested to be made in such affected Currency on the first day of such affected Interest Period shall be made as ABR LoansLoans in US Dollars in a US Dollar Equivalent Amount, (yii) any Loans under the relevant Facility that were to have been converted on the first day of such affected Interest Period from ABR Loans to Eurocurrency LIBOR Loans in such affected Currency shall be continued as ABR Loans and (ziii) any outstanding Eurocurrency LIBOR Loans, EURIBOR Loans under the relevant Facility or CDOR Loans in such affected Currency that were to have been continued as such shall be converted, on the last first day of the then-current such Interest Period with respect theretoPeriod, to ABR LoansLoans in US Dollars in a US Dollar Equivalent Amount. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency LIBOR Loans, EURIBOR Loans under the relevant Facility or CDOR Loans, as applicable, in such affected Currency shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Loans.

Inability to Determine Interest Rate. If prior to the first day of any LIBOR Interest Period for any Eurocurrency Loan: Period, (a) the Administrative Agent shall have determined in good faith (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency LIBOR Rate for such LIBOR Interest Period, or (b) the Administrative Agent shall have has received notice from the Majority Facility Required Lenders in respect of that the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency LIBOR Rate determined or to be determined for such LIBOR Interest Period will not adequately and fairly reflect the cost to such Lenders (as certified by such Lenders) of making or maintaining their affected LIBOR Loans during such LIBOR Interest Period, or (c) Dollar deposits in the principal amounts of the LIBOR Loans to which such LIBOR Interest Period is to be applicable are not generally available in the London interbank market, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower Parent and the relevant Lenders as soon as practicable thereafter, and will also give prompt written notice to the Parent when such conditions no longer exist. If such notice is given (xi) any Eurocurrency LIBOR Loans under the relevant Facility requested to be made on the first day of such LIBOR Interest Period shall be made as ABR Base Rate Loans, (yii) any Loans under the relevant Facility that were to have been converted on the first day of such LIBOR Interest Period to Eurocurrency or continued as LIBOR Loans shall be converted to or continued as ABR Base Rate Loans and (ziii) any each outstanding Eurocurrency Loans under the relevant Facility LIBOR Loan shall be converted, on the last day of the then-then current LIBOR Interest Period with respect theretothereof, to ABR Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency LIBOR Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower Borrowers have the right to convert Base Rate Loans under the relevant Facility to Eurocurrency LIBOR Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have reasonably determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of that the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as certified by such Lenders) of making or maintaining their its affected Loans during such Interest Period, , (c) the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafterthereafter (which notice shall include supporting calculations in reasonable detail). If such notice is given given, (xi) any Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Alternate Base Rate Loans, (yii) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans and Alternate Base Rate Loans, (ziii) any outstanding Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last first day of the then-current such Interest Period with respect theretoPeriod, to ABR LoansAlternate Base Rate Loans and (iv) the Credit-Linked Deposits shall be invested so as to earn a return equal to the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Alternate Base Rate Loans under to Eurodollar Loans nor Eurodollar Rate shall apply to the relevant Facility to Eurocurrency LoansCredit-Linked Deposits.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (ai) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Adjusted Rate for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of that the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Eurodollar Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Revolving Loans during such Interest Period, the Administrative Agent shall give telecopy notice thereof by facsimile or telephone to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Eurodollar Revolving Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Revolving Loans, (y) any Revolving Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Revolving Loans shall be continued as ABR Revolving Loans and (z) any outstanding Eurocurrency Eurodollar Revolving Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect theretoPeriod, to ABR Revolving Loans. Until such Upon the Administrative Agent’s determination that adequate and reasonable means exist for ascertaining the Eurodollar Adjusted Rate or, in the case of the circumstance described in clause (b), upon the Administrative Agent’s receipt of a notice has been withdrawn by from the Required Lenders withdrawing their notice delivered under clause (b), the Administrative Agent (which action shall promptly give written notice to the Borrower withdrawing its prior notice under this Section. Until the Administrative Agent will take promptly after the conditions giving rise to shall have delivered such written notice no longer exist)withdrawing its prior notice, no further Eurocurrency Eurodollar Revolving Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert ABR Revolving Loans under the relevant Facility to Eurocurrency Eurodollar Revolving Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans and (z) any outstanding Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect theretoPeriod, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent Agent, (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist), A) no further Eurocurrency Loans under the relevant any affected Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under the relevant any such Facility to Eurocurrency LoansLoans and (B) upon the request of the Parent Borrower to the Administrative Agent, the Parent Borrower and the Administrative Agent shall enter into good faith negotiations to add a competitive bid facility, on customary terms reasonably satisfactory to the Borrower and the Administrative Agent, to this Agreement and, if necessary, the other Loan Documents and make any amendments to this Agreement or the Loan Documents to the extent necessary to reflect the existence of such competitive bid facility.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent or the Canadian Administrative Agent (with respect to US$ CDN Revolving Loans and US$ CDN Term Loans only) shall have determined (which determination shall be presumptively correct absent demonstrable manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (b) the Administrative Agent or the Canadian Administrative Agent (with respect to US$ CDN Revolving Loans and US$ CDN Term Loans only) shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date date of this Agreement the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent or the Canadian Administrative Agent, as applicable, shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans or CDN ABR Loans, as applicable, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans or CDN ABR Loans, as applicable and (z) any outstanding Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect thereto, to ABR Loans or CDN ABR Loans, as applicable. Until such notice has been withdrawn by the Administrative Agent or the Canadian Administrative Agent, as applicable (which action the such Administrative Agent or the Canadian Administrative Agent, as applicable, will take promptly after the conditions giving rise to such notice no longer exist), no further Eurocurrency Loans under the relevant Facility shall be made or continued as such, nor shall the relevant Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Loans.

Inability to Determine Interest Rate. If If, prior to the first day of any Interest Period for any Eurocurrency Loan: (a) Period, the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon each of the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Adjusted LIBOR Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in with respect of the relevant Facility that by reason of to any changes arising after the Closing Date the Eurocurrency Rate determined or to be determined Eurodollar Loan for such Interest Period will not adequately and fairly reflect (the cost to such Lenders (as certified by such Lenders) of making or maintaining their affected Loans during such Interest Period“Affected Eurodollar Rate”), the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower Representative and the relevant Lenders as soon as practicable thereafter. If such notice is given (xa) any Eurocurrency Eurodollar Loans under to be made in Dollars the relevant Facility rate of interest applicable to which is based on the Affected Eurodollar Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans, (yb) any Eurodollar Loans to be made in Euro or another Designated Foreign Currency the rate of interest applicable to which is based on the Affected Eurodollar Rate requested to be made on the first day of such Interest Period shall not be required to be made hereunder in Euro or such other Designated Foreign Currency and, upon receipt of such notice, the Borrower Representative may at its option revoke the pending request for such Eurodollar Loan or convert such request into a request for ABR Loans to be made in Dollars, (c) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency or continued as Eurodollar Loans in Dollars the rate of interest applicable to which is based upon the Affected Eurodollar Rate shall be converted to or continued as ABR Loans and (zd) any outstanding Eurocurrency Eurodollar Loans under denominated in Euro that were to have been continued as Eurodollar Loans the relevant Facility rate of interest applicable to which is based upon the Affected Eurodollar Rate shall be converted, on (at the last day option of the then-current Interest Period with respect theretoBorrower Representative) remain outstanding, and shall bear interest at an alternate rate which reflects, as to ABR each Lender, such Lender’s cost of funding such Eurodollar Loans, as reasonably determined by the Administrative Agent, plus the Applicable Margin hereunder. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Eurodollar Loans under the relevant Facility rate of interest applicable to which is based upon the Affected Eurodollar Rate shall be made or continued as such, nor shall any of the Borrower Borrowers have the right to convert ABR Loans under to Eurodollar Loans the relevant Facility rate of interest applicable to Eurocurrency Loanswhich is based upon the Affected Eurodollar Rate.

Inability to Determine Interest Rate. If prior (a) Unless and until a Replacement Rate is implemented in accordance with clause (c) below, in connection with any request for a LIBOR Rate Loan or a conversion to the first day of any Interest Period or continuation thereof or otherwise, if for any Eurocurrency Loan: reason (ai) the Administrative Agent shall have determined determine (which determination shall be presumptively correct conclusive and binding absent demonstrable manifest error) thatthat Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan, by reason of circumstances affecting (ii) the relevant market, Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate and reasonable means do not exist for the ascertaining the Eurocurrency LIBOR Rate for such Interest Period, or Period with respect to a proposed LIBOR Rate Loan or (biii) the Administrative Agent Required Lenders shall have received notice from determine (which determination shall be conclusive and binding absent manifest error) that the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency LIBOR Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (as certified by such Lenders) of making or maintaining their affected such Loans during such Interest Period, then the Administrative Agent shall promptly give telecopy notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make LIBOR Rate Loans and the relevant Lenders right of any Borrower to convert any Loan to or continue any Loan as soon as practicable thereafter. If such notice is given a LIBOR Rate Loan shall be suspended, and the Borrower shall either (xA) any Eurocurrency Loans under the relevant Facility requested repay in full (or cause to be made on repaid in full) the first day then outstanding principal amount of each such Interest Period shall be made as ABR Loans, LIBOR Rate Loan together with accrued interest thereon (y) any Loans under the relevant Facility that were subject to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans and (z) any outstanding Eurocurrency Loans under the relevant Facility shall be convertedSection 2.10(c)), on the last day of the then-then current Interest Period applicable to such LIBOR Rate Loan; or (B) convert the then outstanding principal amount of each such LIBOR Rate Loan to an Alternate Base Rate Loan as of the last day of such Interest Period. (b) If, after the date hereof, the introduction of, or any change in, any applicable law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective lending offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective lending offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans, and the right of the Borrower to convert any Loan to a LIBOR Rate Loan or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower may select only Alternate Base Rate Loans and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto, the applicable Loan shall immediately be converted to an Alternate Base Rate Loan for the remainder of such Interest Period. (c) Notwithstanding anything to the contrary in Section 2.13(a) above, if the Administrative Agent has made the determination (such determination to be conclusive absent manifest error) that (i) the circumstances described in Section 2.13(a)(i) or (a)(ii) have arisen and that such circumstances are unlikely to be temporary, (ii) any applicable interest rate specified herein is no longer a widely recognized benchmark rate for newly originated loans in the U.S. syndicated loan market in the applicable currency or (iii) the applicable supervisor or administrator (if any) of any applicable interest rate specified herein or any Governmental Authority having, or purporting to have, jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which any applicable interest rate specified herein shall no longer be used for determining interest rates for loans in the U.S. syndicated loan market in the applicable currency, then the Administrative Agent, in consultation with the Borrower, shall endeavor to establish an alternative rate of interest to the LIBOR Rate (the “Replacement 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, in which case, the Replacement Rate shall, subject to the next two sentences, replace such applicable interest rate for all purposes under the Credit Documents unless and until (A) an event described in Section 2.13(a)(i), (a)(ii), (c)(i), (c)(ii) or (c)(iii) occurs with respect theretoto the Replacement Rate or (B) the Required Lenders through the Administrative Agent notify the Borrower that the Replacement Rate does not adequately and fairly reflect the cost to the Lenders of funding the Loans bearing interest at the Replacement Rate. In connection with the establishment and application of the Replacement Rate, this Agreement and the other Credit Documents shall be amended solely with the consent of the Administrative Agent and the Borrower, as may be necessary or appropriate, in the opinion of the Administrative Agent, to ABR Loanseffect the provisions of this Section 2.13(c). Until Notwithstanding anything to the contrary in this Agreement or the other Credit Documents (including, without limitation, Section 9.1), such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Day of the delivery of such amendment to the Lenders, written notices from such Lenders that in the aggregate constitute Required Lenders, with each such notice has been withdrawn stating that such Lender objects to such amendment. To the extent the Replacement Rate is approved by the Administrative Agent in connection with this clause (c), the Replacement Rate shall be applied in a manner consistent with market practice; provided that, in each case, to the extent such market practice is not administratively feasible for the Administrative Agent, such Replacement Rate shall be applied as otherwise reasonably determined by the Administrative Agent (which action it being understood that any such modification by the Administrative Agent will take promptly after shall not require the conditions giving rise to consent of, or consultation with, any of the Lenders). Notwithstanding anything else herein, any definition of Replacement Rate shall provide that in no event shall such notice no longer exist), no further Eurocurrency Loans under the relevant Facility shall Replacement Rate be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Loansless than zero for purposes of this Agreement.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct conclusive and binding upon the Company and the Subsidiary Borrowers, absent demonstrable manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant any Facility or any Foreign Currency Lender that by reason of any changes arising after the Closing Date the Eurocurrency Rate determined or to be determined for such Interest Period in respect of any Eurocurrency Loan will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, or (c) a Foreign Currency Lender shall have determined (which determination shall be conclusive and binding upon the Company and the Subsidiary Borrowers, absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period in respect of any Foreign Currency (any such Foreign Currency is referred to as an "Affected Foreign Currency"), the Administrative Agent (or the relevant Foreign Currency Lender in the case of clause (c) above) shall give telecopy or telephonic notice thereof to the Borrower Company and the relevant Lenders (and, in the case of any notice by a Foreign Currency Lender, the Administrative Agent) as soon as practicable thereafter. If such notice is given (xy) pursuant to clause (a) or (b) of this Section 3.7 in respect of Eurocurrency Loans denominated in Dollars, then (i) any Eurocurrency Loans denominated in Dollars under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (yii) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans denominated in Dollars shall be continued as ABR Loans and (ziii) any outstanding Eurocurrency Loans denominated in Dollars under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect theretoPeriod, to ABR Loans and (z) in respect of any Foreign Currency Loans, then (i) any Foreign Currency Loans in an Affected Foreign Currency requested to be made on the first day of such Interest Period shall not be made and (ii) any outstanding Foreign Currency Loans in an Affected Foreign Currency shall be due and payable on the first day of such Interest Period. Until such notice has been withdrawn by the Administrative Agent (which action or the Administrative Agent will take promptly after relevant Foreign Currency Lender in the conditions giving rise to such notice no longer existcase of clause (c) above), no further Eurocurrency Loans denominated in Dollars under the relevant Facility or Foreign Currency Loans in an Affected Foreign Currency shall be made or continued as such, nor shall the Company or any Subsidiary Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanLoan in any currency: (ai) the Administrative Agent shall have determined determines (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurocurrency Base Rate or the Eurocurrency Rate for such Eurocurrency Loan in such currency for such Interest Period, or (bii) the Administrative Agent shall have received receives notice from the Majority Facility Required Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Base Rate or the Eurocurrency Rate, as applicable, determined or to be determined with respect to such Eurocurrency Loan in such currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such LendersLenders in a certificate setting forth in reasonable detail the basis for such determination) of making or maintaining their affected Loans in such currency during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (xv) any Dollar Loan requested to be made as a Eurocurrency Loans under Loan on the relevant Facility first day of such Interest Period shall be made as an ABR Loan, (w) any Foreign Currency Loan requested to be made on the first day of such Interest Period shall not be made as ABR Loansmade, (yx) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans and Loans, (zy) any outstanding Eurocurrency Loans under the relevant Facility that are Dollar Loans shall be converted, on the last day of the then-current Interest Period with respect theretoPeriod, to ABR LoansLoans and (z) any outstanding Eurocurrency Loan that is denominated in any Foreign Currency shall be continued on the last day of the then-current Interest Period as a Eurocurrency Loan denominated in such Foreign Currency bearing interest at an interest rate equal to the sum of (i) the weighted average of the rates notified to the Administrative Agent by each Foreign Currency Lender as soon as practicable and in any event no later than the close of business on the date that is one Business Day after the Quotation Day for the applicable Interest Period (or, if earlier, the first day of such Interest Period), to be that which expresses as a percentage rate per annum the cost to the relevant Foreign Currency Lender of funding its portion of such Eurocurrency Loan denominated in such Foreign Currency for such Interest Period from whatever source it may reasonably select (provided that if any Foreign Currency Lender does not supply a quotation by the time specified in this clause (z)(i) the rate of interest shall be calculated on the basis of the quotations of the remaining Foreign Currency Lenders) plus (ii) the Applicable Margin hereunder. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Loans under the relevant Facility shall be made or and no Eurocurrency Loans denominated in Dollars shall be continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Loans. Notwithstanding the foregoing, if the circumstances giving rise to such notice affect Eurocurrency Loans in some (but not all) currencies in which a Eurocurrency Loan may be denominated hereunder, then any Eurocurrency Loans denominated in other currencies will not be affected by the provisions of this Section.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for a Eurocurrency Borrowing denominated in any Eurocurrency LoanUS/UK Committed Currency: (a) the General Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Adjusted LIBO Rate for such US/UK Committed Currency for such Interest Period, or (b) the General Administrative Agent shall have received notice from the Majority Facility Lenders (or, in respect the case of a Eurocurrency Competitive Loan, the relevant Facility Lender that by reason of any changes arising after is required to make such Loan) that the Closing Date the Eurocurrency Adjusted LIBO Rate determined or to be determined for such US/UK Committed Currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the General Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and affected Borrower, the relevant Lenders and the Canadian Administrative Agent or Mexican Administrative Agent, if applicable, as soon as practicable thereafter. If such notice is given with respect to Loans denominated or to be denominated in a US/UK Alternative Currency, then (xi) Loans requested to be made on the first day of such Interest Period in such US/UK Alternative Currency shall not be made and (ii) any outstanding Loans in such US/UK Alternative Currency that were to be continued on the first day of such Interest Period shall be repaid. If such notice is given with respect to Loans denominated or to be denominated in Dollars, then (A) any Eurocurrency Loans under the relevant Facility denominated in Dollars and requested to be made on the first day of such Interest Period shall be made as ABR Loans, (yB) any Loans under the relevant Facility denominated in Dollars that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans and (zC) any outstanding Eurocurrency Loans under the relevant Facility denominated in Dollars shall be converted, on the last first day of the then-current such Interest Period with respect theretoPeriod, to ABR Loans; provided that if the circumstances giving rise to such notice affect only one Type of Borrowing, then the other Types of Borrowing shall be permitted. Until such notice has been withdrawn by the General Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Loans under the relevant Facility shall be made or continued as suchsuch in the affected US/UK Committed Currency, nor shall the any Borrower have the right to convert Loans under the relevant Facility to Eurocurrency LoansLoans in the affected US/UK Committed Currency.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct conclusive and binding upon the Borrower absent demonstrable manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Base Rate Loans and (z) any outstanding Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest Period with respect thereto, to ABR Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent (which action it agrees to do upon the Administrative Agent will take promptly after the conditions giving circumstances given rise to such the initial notice no longer existexisting), no further Eurocurrency Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy notice thereof to the Borrower Borrowers’ Agent and the relevant Lenders as soon as practicable thereafter. If such notice is given (xi) any Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (yii) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans and (ziii) any outstanding Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect theretoPeriod, to ABR LoansLoans (in each case in clauses (i), (ii) and (iii), whose rate shall be determined without the utilization of the Eurodollar Base Rate component in determining the ABR Rate). Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the any Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Eurodollar Loans. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) of this Section and the Borrowers shall so request, the Administrative Agent, the affected Lenders and the Borrowers shall negotiate in good faith to amend the definition of “Eurodollar Base Rate” and other applicable provisions to preserve the original intent thereof in light of such change; provided that, until so amended, such affected Loans will be handled as otherwise provided pursuant to the terms of this Section.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanLoan in Dollars or any Optional Currency: (a) the Administrative Agent shall have reasonably determined (which determination shall be presumptively correct absent demonstrable error) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurocurrency Base Rate or the Eurocurrency Rate, as applicable, for such Eurocurrency Loan in such currency for such Interest Period, or (b) the Administrative Agent shall have received written notice from the Majority Facility Lenders in respect of the relevant a Facility that by reason of any changes arising after the Closing Date the Eurocurrency Base Rate or the Eurocurrency Rate, as applicable, determined or to be determined with respect to such Eurocurrency Loan under such Facility in such currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as certified by such Lenders) of making or maintaining their affected respective Loans during such Interest Period, ; then the Administrative Agent shall give telecopy notice thereof (which may be by telephone confirmed in writing) to the Parent Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (xw) any Eurocurrency Loans in Dollars under the relevant such Facility requested to be made on the first day of such Interest Period shall be made as ABR LoansLoans and any Eurocurrency Loans in an Optional Currency so requested shall be made as a Loan bearing interest at an interest rate reasonably determined by the Administrative Agent, after consultation with the Parent Borrower and the applicable Lenders, to compensate the applicable Lenders for such Loan in such currency for the applicable period plus the Applicable Margin, (yx) any Loans in Dollars under the relevant such Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans and Loans, (zy) any outstanding Eurocurrency Loans in Dollars under the relevant such Facility shall be converted, on the last day of the then-current Interest Period with respect theretoPeriod, to ABR LoansLoans and (z) any outstanding Eurocurrency Loans in an Optional Currency shall be continued as a Loan bearing interest at an interest rate reasonably determined by the Administrative Agent, after consultation with the Parent Borrower and the applicable Lenders, to compensate the applicable Lenders for such Loan in such currency for the applicable period plus the Applicable Margin. The Administrative Agent shall withdraw such notice as soon as adequate and reasonable means exist for ascertaining the Eurocurrency Base Rate or the Eurocurrency Rate, as applicable. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Loans under the relevant such Facility shall be made or continued as such, nor shall the Borrower Borrowers have the right to convert Loans under the relevant Facility to Eurocurrency LoansLoans under such Facility.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have reasonably determined (which determination shall be presumptively correct absent demonstrable error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (b) the Administrative Agent shall have received written notice from the Majority Facility Required Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Base Rate determined or to be determined for such Interest Period with respect to a Eurocurrency Loan will not adequately and fairly reflect the cost to such Lenders (as certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy facsimile or telephonic notice thereof to the Parent Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (xw) any Eurocurrency Loans under the relevant Facility in Dollars requested to be made on the first day of such Interest Period shall be made as ABR LoansLoans and any Eurocurrency Loans in an Optional Currency so requested to be made shall not be made, (yx) any Loans under the relevant Facility in Dollars that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans and Loans, (zy) any outstanding Eurocurrency Loans under the relevant Facility in Dollars shall be converted, on the last day of the then-current Interest Period with respect theretoPeriod, to ABR LoansLoans and (z) any outstanding Eurocurrency Loans in an Optional Currency shall be prepaid on the last day of the then-current Interest Period. The Administrative Agent shall withdraw such notice as soon as adequate and reasonable means exist for ascertaining the Eurocurrency Rate. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower Borrowers have the right to convert Loans under the relevant Facility to Eurocurrency Loans.

Inability to Determine Interest Rate. If prior to the first day ------------------------------------ of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon each of the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (xi) any Eurocurrency Loans denominated in Dollars under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (yii) any Eurocurrency Loans denominated in any Optional Currency requested to be made on the first day of such Interest Period shall be made as Foreign Alternate Rate Loans, (iii) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans and Base Rate Loans, (ziv) any outstanding Eurocurrency Loans denominated in Dollars under the relevant Facility shall be converted, on the last first day of the then-current such Interest Period with respect theretoPeriod, to ABR Base Rate Loans and (v) any outstanding Eurocurrency Loans denominated in any Optional Currency shall be converted, on the first day of such Interest Period, to Foreign Alternate Rate Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Loans under the relevant Facility shall be made or continued as such, nor shall the any Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Loans.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (ai) the Administrative Agent shall have reasonably determined (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrower and the Lenders) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency LIBOR Rate for such Interest Period, ,; provided that no Benchmark Transition Event shall occurred at such time; or (bii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of that LIBOR or the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as reasonably determined and conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy written notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafterthereafter but at least two (2) Business Days prior to the first day of such Interest Period. If such notice is given (x) any Eurocurrency Term Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency LIBOR Rate Loans shall be continued as ABR Loans and (zy) any outstanding Eurocurrency LIBOR Rate Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect theretoPeriod, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which action notice the Administrative Agent will take agrees to withdraw promptly after upon a determination that the conditions giving condition or situation which gave rise to such notice no longer existexists), no further Eurocurrency LIBOR Rate Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans to LIBOR Rate Loans. Notwithstanding the foregoing, the Lenders shall use commercially reasonable efforts to satisfy any applicable IRS guidance so that the implementation of a Benchmark Replacement will not be treated as a deemed exchange under Section 1001 of the relevant Facility to Eurocurrency LoansCode.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency Loan: Agent determines that (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable error) that, by reason quotations of circumstances affecting interest rates for the relevant marketdeposits referred to in the definition of Eurodollar Base Rate are not being provided in the relevant amounts or for the relevant maturities for purposes of determining the interest rate on a Eurodollar Advance as provided in this Agreement, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or or (b) the Administrative Agent shall have received notice from relevant interest rates referred to in the Majority Facility Lenders in respect definition of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Eurodollar Base Rate determined or to be determined for such Interest Period will do not adequately and fairly reflect accurately cover the cost to such Lenders (as certified by such Lenders) the Bank of making making, funding or maintaining their affected Loans during Eurodollar Advances, then the Agent shall, at the Agent's option, give notice of such Interest Period, the Administrative Agent shall give telecopy notice thereof circumstances to the Borrower and Borrower, whereupon (i) the relevant obligation of the Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period make Eurodollar Advances shall be made as ABR Loanssuspended until the Agent notifies the Borrower that the circumstances giving rise to the suspension no longer exist, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans and (zii) any the Borrower shall repay in full the then outstanding Eurocurrency Loans under the relevant Facility shall be convertedprincipal amount of each Eurodollar Rate Advance, together with accrued interest, on the last day of the then-then current Interest Period applicable to the Eurodollar Advance, provided, however, that, subject to the terms and conditions of this Agreement and the other Loan Documents, the Borrower shall be entitled to simultaneously replace the entire outstanding balance of any Eurodollar Advance repaid in accordance with respect thereto, to ABR Loansthis section with an Advance bearing interest at the CB Floating Rate minus the Applicable Margin for CB Floating Rate Advances in the same amount. Until such notice has been withdrawn by If the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist), no further Eurocurrency Loans under determines on any day that quotations of interest rates for the relevant Facility deposits referred to in the definition of Adjusted One Month Eurodollar Rate are not being provided for purposes of determining the interest rate on any CB Floating Rate Advance on any day, then each CB Floating Rate Advance shall be made or continued as such, nor shall bear interest at the Borrower have Prime Rate minus the right to convert Loans under Applicable Margin for CB Floating Rate Advances until the Agent determines that quotations of interest rates for the relevant Facility deposits referred to Eurocurrency Loansin the definition of Adjusted One Month Eurodollar Rate are being provided.

Inability to Determine Interest Rate. If on or prior to the first day of any Interest Period for any Eurocurrency Euro-Currency Loan or Competitive Bid LIBOR Loan: (a) , the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable error) that, is advised by reason of circumstances affecting the Reference Banks that deposits in the relevant market, adequate and reasonable means do currency (in the applicable amounts) are not exist for ascertaining being offered to the Eurocurrency Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders Reference Banks in respect of the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Rate determined or to be determined market for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall forthwith give telecopy notice thereof to the Borrower Company and the relevant Lenders as soon as practicable thereafter. If Banks, whereupon until the Administrative Agent notifies the Company that the circumstances giving rise to such notice is given (x) any Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loanssuspension no longer exist, (yi) any the obligations of the Banks to make Euro-Currency Loans under the relevant Facility that were or to have been converted on the first day of such Interest Period to Eurocurrency convert outstanding Loans into Euro-Currency Loans shall be continued as ABR Loans suspended and (zii) any each outstanding Eurocurrency Loans under Euro-Currency Loan in the relevant Facility currency shall be convertedprepaid (or, in the case of a Euro-Dollar Loan, converted into a Base Rate Loan) on the last day of the then-then current Interest Period with respect applicable thereto, to ABR Loans. Until such notice has been withdrawn by Unless the relevant Borrower notifies the Administrative Agent at least one Domestic Business Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (which action the Administrative Agent will take promptly after the conditions giving rise to i) if such notice no longer exist)Fixed Rate Borrowing is a Committed Borrowing, no further Eurocurrency Loans under the relevant Facility such Borrowing shall instead be made or continued as sucha Base Rate Borrowing in an equal Dollar Amount and (ii) if such Fixed Rate Borrowing is a 39 Competitive Bid LIBOR Borrowing, nor the Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the Borrower have first day to but excluding the right to convert Loans under last day of the relevant Facility to Eurocurrency LoansInterest Period applicable thereto at the Base Rate for such day.

Inability to Determine Interest Rate. (a) If prior to the first day daycommencement of any Interest Period for any Eurocurrency Loan: a Eurodollar borrowing: (aai) the Administrative Agent shall have determined determineds (which determination shall be presumptively correct absent demonstrable errorconclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, ,absent manifest error) that adequate and reasonable means (including, without limitation, by means of an Interpolated Rate) do not exist for ascertaining the Eurocurrency Eurodollar Base Rate or the Eurodollar Base Rate, as applicable (including because the Screen Rate is not available or published on a current basis), for such Interest Period, or ,; or (bbii) the Administrative Agent shall have received notice from the Majority Facility Facilityis advised by the Required Lenders in respect of the relevant Facility that by reason of any changes arising after the Closing Date Eurodollar Rate or the Eurocurrency Eurodollar Base Rate or the Eurodollar Rate, as applicable, determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such ▇▇▇▇▇▇ Lenders) of making or maintaining their affected Loans during during(or its Loan) included in such borrowing for such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect theretoPeriod, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which action notice shall be so withdrawn, by giving telecopy or telephonic notice thereof to the Administrative Agent will take promptly Borrower and the relevant Lenders, as soon as practicable after the conditions giving rise relevant circumstances have ceased to such notice no longer existbe applicable), no further Eurocurrency Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Eurodollar Loans. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of the Screen Rate has made a public statement that the administrator of the Screen Rate is insolvent (and there is no successor administrator that will continue publication of the Screen Rate), (x) the administrator of the Screen Rate has made a public statement identifying a specific date after which the Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the Screen Rate), (y) the supervisor for the administrator of the Screen Rate has made a public statement identifying a specific date after which the Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to 51 509265-1832-141352041-Active.21575686.1328267668.14

Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency LoanPeriod: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable conclusive and binding upon the Borrower in the absence of manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of that the relevant Facility that by reason of any changes arising after the Closing Date the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, , (c) the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (xi) any Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (yii) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Base Rate Loans and (ziii) any outstanding Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest Period with respect thereto, to ABR Base Rate Loans. If adequate and reasonable means do exist for ascertaining the Eurodollar Rate for a future Interest Period and the Eurodollar Rate determined or to be determined for such Interest Period will adequately and fairly reflect the cost to such Lenders (as conclusively determined by such Lenders) then such Lenders shall promptly direct the Administrative Agent to withdraw such notice. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist)Agent, no further Eurocurrency Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Eurodollar Loans.