Common use of Alternate Rate of Interest Clause in Contracts

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) of making or maintaining their or its Eurodollar Loan during such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof to the Borrower and the Lenders. In the event of any such notice, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing and (ii) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected thereby. Each determination by the Administrative Agent under this Section 2.09 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent any Lender shall have determined that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available to it in the London Eurodollar interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) Lender of making or maintaining their or its Eurodollar Loan during such Interest Period, or that the Administrative Agent shall, shall have determined that reasonable means do not exist for ascertaining the Adjusted Eurodollar Rate as soon as practicable thereafter, the affected Lender shall give written or telecopy notice thereof to the Administrative Agent, and/or the Administrative Agent shall, give written or telecopy notice thereof to the Borrower and the Lenders. In the event of any such noticedetermination, until the affected Lender or the Administrative Agent Agent, as the case may be, shall have advised the Borrower and the Lenders given notice that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 2.03 or 2.10, from the affected Lender or the Lenders, as the case may be, shall be deemed to be a request for an ABR Borrowing and (ii) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected therebyBorrowing. Each determination by such Lender or the Administrative Agent under this Section 2.09 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have in good faith determined that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) majority in interest of the Banks of making or maintaining their or its Eurodollar Loan Loans during such Interest Period, or that reasonable means do not exist for ascertaining the Administrative Eurodollar Rate, the Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the Borrower and the LendersBanks. In the event of any such noticedetermination, (i) any request by the Borrower for a Eurodollar Borrowing pursuant to Section 2.03 shall, until the Administrative Agent shall have advised the Borrower and the Lenders Banks that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing and (ii) any request by the Borrower for a Eurodollar Competitive Auction Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agentineffective; provided that (A) if the circumstances giving rise to such notice do not affect all the LendersBanks, then the requests by Borrower may make requests for Eurodollar Competitive Auction Borrowings may be made to Lenders Banks that are not affected therebythereby and (B) if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted. Each determination by the Administrative Agent under this Section 2.09 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing (a) the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that adequate and reasonable means do not exist for ascertaining determining the Adjusted LIBO Rate, Rate for such Interest Period or (b) the Administrative Agent shall have been informed is advised by (i) if and to the Required extent such Eurodollar Borrowing consists of Revolving Loans, the Majority Revolving Lenders and/or (orii) if and to the extent such Eurodollar Borrowing consists of Term Loans, New Term Loans or Refinancing Term Loans, the Majority Term Lenders, as applicable, in the case of a Eurodollar Competitive Loaneach case, any Lender required to make such Loan) reasonably and in good faith that the rates at which Adjusted LIBO Rate for such dollar deposits are being offered Interest Period will not adequately and fairly reflect the cost to the Required such Lenders (or such Lender) of making or maintaining their or its Eurodollar Loan during Loans included in such Borrowing, for such Interest Period, then the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice thereof of such determination to the Borrower and the Lenders. In the event of any such notice, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such written or fax notice no longer exist, (iA) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing and (iiB) any request by Interest Period election that requests the Borrower for conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected thereby. Each determination by the Administrative Agent under this Section 2.09 shall be conclusive absent manifest errorineffective.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (i) that dollar deposits in Dollars in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank marketmarket or any other market in which the Lenders shall be funding such Loans, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loanii) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to Lenders having Commitments representing at least 50% of the Required Lenders (or Total Commitment at such Lender) time of making or maintaining their or its Eurodollar Loan Loans during such Interest PeriodPeriod or (iii) that reasonable means do not exist for ascertaining the LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the Borrower Company and the Lenders. In the event of any such noticedetermination, until the Administrative Agent shall have advised the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing and (ii) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 affected by such circumstances shall be of no force and effect and shall be denied by the Administrative Agent; provided that if , and any request by a Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall, to the circumstances giving rise extent affected by such circumstances, be deemed to such notice do not affect all the Lenders, then the Borrower may make requests be a request for Eurodollar Competitive Borrowings to Lenders that are not affected therebyan ABR Borrowing. Each determination by the Administrative Agent under this Section 2.09 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (i) that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, market or (ii) that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) of making or maintaining their or its Eurodollar Loan during such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy facsimile notice thereof of such determination to the Borrower and the Lenders. In the event of any such noticedetermination under clause (i) or (ii) above, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 2.03 shall be deemed to be a request for an ABR Borrowing Borrowing. In the event the Required Lenders notify the Agent that the rates at which dollar deposits are being offered will not adequately and (ii) fairly reflect the cost to such Lenders of making or maintaining Eurodollar Loans during such Interest Period, the Agent shall notify the Borrower of such notice and until the Required Lenders shall have advised the Agent that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then the Borrower may make requests deemed a request for Eurodollar Competitive Borrowings to Lenders that are not affected therebyan ABR Borrowing. Each determination by the Administrative Agent under this Section 2.09 hereunder shall be made in good faith and shall be conclusive absent manifest error; provided that the Agent, shall, upon request, provide to the Borrower a certificate setting forth in reasonable detail the basis for such determination.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (i) that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, market or (ii) that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) of making or maintaining their or its Eurodollar Loan during such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy facsimile notice thereof of such determination to the Borrower Borrowers and the Lenders. In the event of any such noticedetermination under clause (i) or (ii) above, until the Administrative Agent shall have advised the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the a Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 2.03 shall be deemed to be a request for an ABR Borrowing Borrowing. In the event the Required Lenders notify the Agent that the rates at which dollar deposits are being offered will not adequately and (ii) any request by fairly reflect the cost to such Lenders of making or maintaining Eurodollar Loans during such Interest Period, the Agent shall notify the applicable Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 of such notice and until the Required Lenders shall be of no force and effect and shall be denied by have advised the Administrative Agent; provided Agent that if the circumstances giving rise to such notice do not affect all the Lendersno longer exist, then the any request by such Borrower may make requests for a Eurodollar Competitive Borrowings to Lenders that are not affected therebyBorrowing shall be deemed a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.09 hereunder shall be made in good faith and shall be conclusive absent manifest error; provided that the Agent, shall, upon request, provide to the applicable Borrower a certificate setting forth in reasonable detail the basis for such determination.

Alternate Rate of Interest. In the eventIf, and on each occasion, that on the day two (2) Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing Eurodollar, Eurocurrency or Pounds Sterling Borrowing, the Administrative Agent shall have determined that dollar that: (a) deposits in the principal amounts of requested currency in the Loans comprising amount set forth in the such Request for Borrowing are not generally available in the London interbank market, market or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates rate at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Lender or the Required Lenders (or such Lender) Swing Line Bank of making or maintaining their or its Eurodollar the principal amount of such Loan comprising such Borrowing during such Interest Period, or (b) reasonable means do not exist for ascertaining the Administrative LIBO Rate, Eurocurrency Rate or Pounds Sterling Rate, as applicable, then the Agent shall, shall as soon as practicable thereafter, thereafter give written or telecopy notice thereof of such determination to the Company, the Lenders and/or the Swing Line Bank; and any request by a Borrower and for the Lenders. In the event making of any such noticeBorrowing denominated in Dollars shall, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR a Borrowing and to be comprised of (i) if such Borrowing is a Floor Plan Loan Borrowing, Comerica Prime Rate Loans or (ii) any if such Borrowing is an Acquisition Loan Borrowing funded in Dollars, Alternate Base Rate Loans. If such Borrowing is a Eurocurrency or Pounds Sterling Borrowing, such request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall deemed to be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected therebywithdrawn. Each determination by of the Administrative Agent under this Section 2.09 hereunder shall be conclusive conclusive, absent manifest error.

Alternate Rate of Interest. (a) In the event, and on each occasion, that on the day that is two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing Borrowing, (i) the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or (ii) the Administrative Agent shall have been informed is advised by a Majority in Interest of the Required Lenders (or, in of the case of a Class making or maintaining such Eurodollar Competitive Loan, any Lender required to make such Loan) Loans that the rates at which such dollar deposits are being offered Adjusted LIBO Rate will not adequately and fairly reflect the cost to the Required such Lenders (or such Lender) of making or maintaining their such Eurodollar Loans during such Interest Period or its Eurodollar Loan during (iii) the Administrative Agent shall have determined that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate (including because the LIBO Screen Rate is not available or published on a current basis) for such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice thereof of such determination to the Borrower and the Lenders. In the event of any such noticedetermination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing and (ii) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected therebyBorrowing. Each determination by the Administrative Agent under this Section 2.09 2.08(a) shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) of making or maintaining their or its Eurodollar Loan during such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof to the Borrower and the Lenders. In the event of any such notice, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing and (ii) any request by the Borrower for to convert an ABR Borrowing to a Eurodollar Competitive Borrowing pursuant to Section 2.03 2.10 shall be of no force and effect and shall be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected thereby. Each determination by the Administrative Agent under this Section 2.09 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) of making or maintaining their or its Eurodollar Loan during such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof to the Borrower and the Lenders. In the event of any such notice, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (ia) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 or 2.11 shall be deemed to be a request for an ABR Borrowing and (iib) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected thereby. Each determination by the Administrative Agent under this Section 2.09 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) of making or maintaining their or its Eurodollar Loan Loans during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the Borrower and the Lenders. In the event of any such noticedetermination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 hereof shall be deemed to be a request for an ABR Borrowing and (ii) provided that, any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 hereof shall be of no force and effect and shall be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected thereby. Each determination by the Administrative Agent under this Section 2.09 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) any Lender of making or maintaining their or its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Administrative Adjusted LIBO Rate or the LIBO Rate, the Agent shall, as soon as practicable thereafter, give written written, telecopy or telecopy email notice thereof of such determination to the Borrower and the Lenders. In the event of any such noticedetermination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 2.03 shall be deemed to be a request for an ABR Borrowing. In the event of any such determination, the Lenders shall negotiate with the Borrower, at its request, as to the interest rate which the Loans comprising such an ABR Borrowing and (iishall bear; provided that such Loans shall bear interest as provided in Section 2.08(b) any request pending the execution by the Borrower and the Lenders of a written agreement providing for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected therebydifferent interest rate. Each determination by the Administrative Agent under this Section 2.09 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) any Lender of making or maintaining their or its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Administrative Adjusted LIBO Rate or the LIBO Rate, the Agent shall, as soon as practicable thereafter, give written or telecopy fax notice thereof of such determination to the Borrower and the Lenders. In the event of any such noticedetermination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing and (iia) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative AgentAgent and (b) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing. In the event of any such determination, the Lenders shall negotiate with the Borrower, at its request, as to the interest rate which the Loans comprising such an ABR Borrowing shall bear; provided that if such Loans shall bear interest as provided in Section 2.08(b) pending the circumstances giving rise to such notice do not affect all the Lenders, then execution by the Borrower may make requests and each Lender of a written agreement providing for Eurodollar Competitive Borrowings to Lenders that are not affected therebya different interest rate. Each determination by the Administrative Agent under this Section 2.09 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined in good faith (i) that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, market or (ii) that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) of making or maintaining their or its Eurodollar Loan during such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the Borrower and the Lenders. In the event of any such noticedetermination under clauses (i) or (ii) above, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 2.03 shall be deemed to be a request for an ABR Borrowing Borrowing. In the event a Lender notifies the Agent that the rates at which dollar deposits are being offered will not adequately and (ii) fairly reflect the cost to such Lender of making or maintaining its Eurodollar Loan during such Interest Period, the Agent shall notify the Borrower of such notice and until the Lender shall have advised the Agent that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by deemed a request for an ABR Borrowing for the Administrative Agent; provided that if the circumstances giving rise same Interest Period with respect to such notice do not affect all the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected therebyLender. Each determination by the Administrative Agent under this Section 2.09 hereunder shall be in good faith and conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing or SOFR Borrowing the Administrative Agent shall have determined (a) with respect to a Eurodollar Borrowing, that dollar Dollar deposits in the principal amounts of the Loans comprising such Eurodollar Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loanb) that the rates at which such dollar Dollar deposits are being offered or Adjusted Term SOFR will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) of making or maintaining their Eurodollar Loans or its Eurodollar Loan SOFR Loans, as applicable, during such Interest PeriodPeriod or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate or Adjusted Term SOFR, as applicable, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice thereof of such determination to the Borrower and the Lenders. In the event of any such noticedetermination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing or SOFR Borrowing, as applicable, pursuant to Section 2.04 Sections 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing and (ii) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected therebyBorrowing. Each determination by the Administrative Agent under this Section 2.09 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing Loan the Administrative Agent Lender shall have determined (i) that dollar deposits in the principal amounts of the Loans comprising such Borrowing Eurodollar Loan are not generally available in the London interbank market, market or (ii) that reasonable means do not exist for ascertaining the LIBO Rate, the Lender shall, as soon as practicable thereafter, give telecopy notice of such determination to the Borrower. In the event of any such determination under clause (i) or (ii) above, until the Administrative Agent Lender shall have been informed advised the Borrower that the circumstances giving rise to such notice no longer exist any request by the Required Lenders (or, in the case of Borrower for a Eurodollar Competitive Loan pursuant to Section 2.03 shall be deemed to be a request for an ABR Loan, any . In the event the Lender required to make such Loan) determine that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) Lender of making or maintaining their or its Eurodollar Loan Loans during such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof to Lender shall notify the Borrower and the Lenders. In the event of any such notice, until the Administrative Agent Lender shall have advised the Borrower and the Lenders determine that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 Loan shall be deemed to be a request for an ABR Borrowing and (ii) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected therebyLoan. Each determination by the Administrative Agent under this Section 2.09 Lender hereunder shall be made in good faith and shall be conclusive absent manifest error; provided that the Lender, shall, upon request, provide to the Borrower a certificate setting forth in reasonable detail the basis for such determination.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing (i) the Administrative Agent shall have reasonably determined that dollar deposits in the principal amounts and denominations of the Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered in the London interbank market will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) any participating Lender of making or maintaining their or its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period or (ii) the Required Lenders of any Class of Loans notify the Administrative Agent that the Adjusted LIBO Rate for any Interest Period will not adequately reflect the cost to the Lenders in such Class of making or maintaining such Loans for such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice thereof of such determination to the Borrower and the Lenders. In the event of any such noticedetermination, until the Administrative Agent shall have advised the Borrower and the participating Lenders that the circumstances giving rise to such notice no longer exist (which the Administrative Agent agrees to give promptly after such circumstances no longer exist), (i) any request by each affected Eurodollar Loan shall automatically, on the last day of the current Interest Period for such Loan, convert into a ABR Loan and the obligations of the Lenders to make Adjusted LIBO Rate Loans or to convert Alternate Base Rate Loans into Adjusted LIBO Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing and (ii) any request by that the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be Required Lenders of no force and effect and shall be denied by the Administrative Agent; provided such affected Class of Loans have determined that if the circumstances giving rise to causing such notice do not affect all the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected therebysuspension no longer exist. Each determination by the Administrative Agent under this Section 2.09 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) of making or maintaining their or its Eurodollar Loan Loans during such Interest Period, or that reasonable means do not exist for ascertaining the LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the Borrower and the Lenders. In the event of any such noticedetermination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing and (ii) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied rejected by the Administrative Agent; provided Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Bor rowing. The Administrative Agent agrees to give written notice to the Borrower promptly after it determines that if the circumstances conditions giving rise to such any notice do not affect all under the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected therebyfirst sentence of this paragraph shall no longer be in effect. Each determination by the Administrative Agent under this Section 2.09 hereunder shall be presumed conclusive absent manifest errorerror but subject to rebuttal by the Borrower.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (i) that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, market or (ii) that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) of making or maintaining their or its Eurodollar Loan during such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy facsimile notice thereof of such determination to the Borrower and the Lenders. In the event of any such noticedetermination under clause (i) or (ii) above, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 2.03 shall be deemed to be a request for an ABR Borrowing Borrowing. In the event the Required Lenders notify the Agent that the rates at which dollar deposits are being offered will not adequately and (ii) fairly reflect the cost to such Lenders of making or maintaining Eurodollar Loans during such Interest Period, the Agent shall notify the Borrower of such notice and until the Required Lenders shall have advised the Agent that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then the Borrower may make requests deemed a request for Eurodollar Competitive Borrowings to Lenders that are not affected thereby. Each determination by the Administrative Agent under this Section 2.09 shall be conclusive absent manifest error.an ABR

Alternate Rate of Interest. In the event, and on each occasion, that If on the day two (2) Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing Eurodollar, Eurocurrency or Pounds Sterling Borrowing, the Administrative Agent shall have determined that dollar that: (a) deposits in the principal amounts of requested currency in the Loans comprising amount set forth in the such Request for Borrowing are not generally available in the London interbank market, market or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates rate at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Lender or the Required Lenders (or such Lender) Swing Line Bank of making or maintaining their or its Eurodollar the principal amount of such Loan comprising such Borrowing during such Interest Period, or (b) reasonable means do not exist for ascertaining the Administrative LIBO Rate, Eurocurrency Rate or Pounds Sterling Rate, as applicable, then the Agent shall, shall as soon as practicable thereafter, thereafter give written or telecopy notice thereof of such determination to the Company, the Lenders and/or the Swing Line Bank; and any request by a Borrower and for the Lenders. In the event making of any such noticeBorrowing denominated in Dollars shall, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR a Borrowing and to be comprised of (i) if such Borrowing is a Floor Plan Loan Borrowing, Comerica Prime Rate Loans or (ii) any if such Borrowing is an Acquisition Loan Borrowing funded in Dollars, Alternate Base Rate Loans. If such Borrowing is a Eurocurrency or Pounds Sterling Borrowing, such request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall deemed to be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected therebywithdrawn. Each determination by of the Administrative Agent under this Section 2.09 hereunder shall be conclusive conclusive, absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Revolving Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Revolving Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) any Lender of making or maintaining their or its Eurodollar Revolving Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice thereof of such determination to the Borrower and the Lenders. In the event of any such noticedetermination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing. In the event of any such determination, the Lenders shall negotiate with the Borrower, at its request, as to the interest rate which the Loans comprising such an ABR Borrowing and (iishall bear; provided that such Loans shall bear interest as provided in Section 2.09(b) any request pending the execution by the Borrower and each Lender of a written agreement providing for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected therebydifferent interest rate. Each determination by the Administrative Agent under this Section 2.09 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) any Lender of making or maintaining their or its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Administrative Adjusted LIBO Rate or the LIBO Rate, the Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the Borrower and the Lenders. In the event of any such noticedetermination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing and (ii) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative AgentAgent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing. In the event of any such determination, the Lenders shall negotiate with the Borrower, at its request, as to the interest rate which the Loans comprising such an ABR Borrowing shall bear; provided that if such Loans shall bear interest as provided in Section 2.09(b) pending the circumstances giving rise to such notice do not affect all the Lenders, then execution by the Borrower may make requests and the Lenders of a written agreement providing for Eurodollar Competitive Borrowings to Lenders that are not affected therebya different interest rate. Each determination by the Administrative Agent under this Section 2.09 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (i) that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, market or (ii) that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) of making or maintaining their or its Eurodollar Loan during such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the Borrower Borrowers and the Lenders. In the event of any such noticedetermination under clause (i) or (ii) above, until the Administrative Agent shall have advised the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the a Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 2.03 shall be deemed to be a request for an ABR Borrowing Borrowing. In the event the Required Lenders notify the Agent that the rates at which dollar deposits are being offered will not adequately and (ii) any request by fairly reflect the cost to such Lenders of making or maintaining Eurodollar Loans during such Interest Period, the Agent shall notify the applicable Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 of such notice and until the Required Lenders shall be of no force and effect and shall be denied by have advised the Administrative Agent; provided Agent that if the circumstances giving rise to such notice do not affect all the Lendersno longer exist, then the any request by such Borrower may make requests for a Eurodollar Competitive Borrowings to Lenders that are not affected therebyBorrowing shall be deemed a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.09 hereunder shall be made in good faith and shall be conclusive absent manifest error; provided that the Agent, shall, upon request, provide to the applicable Borrower a certificate setting forth in reasonable detail the basis for such determination.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (i) that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, market or (ii) that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) of making or maintaining their or its Eurodollar Loan during such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy facsimile notice thereof of such determination to the Borrower and the Lenders. In the event of any such noticedetermination under clause (i) or (ii) above, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 2.03 shall be deemed to be a request for an ABR Borrowing Borrowing. In the event the Required Lenders notify the Agent that the rates at which dollar deposits are being offered will not adequately and (ii) fairly reflect the cost to such Lenders of making or maintaining Eurodollar Loans during such Interest Period, the Agent shall notify the Borrower of such notice and until the Required Lenders shall have advised the Agent that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then the Borrower may make requests deemed a request for Eurodollar Competitive Borrowings to Lenders that are not affected therebyan ABR Borrowing. Each determination by the Administrative Agent under this Section 2.09 hereunder shall be made in good faith and shall be conclusive absent manifest error; provided that the Agent, shall, upon request, promptly provide to the Borrower a certificate setting forth in reasonable detail the basis for such determination.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days If prior to the commencement of any Interest Period for a Eurodollar Borrowing Borrowing: the Administrative Agent determines (which determination shall have determined be conclusive absent manifest error) that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate, Rate for such Interest Period; or the Administrative Agent shall have been informed is advised by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which Adjusted LIBO Rate for such dollar deposits are being offered Interest Period will not adequately and fairly reflect the cost to the Required such Lenders (or such Lender) of making or maintaining their Loans (or its Eurodollar Loan during Loan) included in such Borrowing for such Interest Period, ; then the Administrative Agent shall, as soon as practicable thereafter, shall give written or telecopy notice thereof to the Borrower and the Lenders. In the event of any such noticeLenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent shall have advised notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by Interest Election Request that requests the Borrower for conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing ineffective and (ii) if any request by the Borrower for Borrowing Request requests a Eurodollar Competitive Borrowing, such Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agentmade as an ABR Borrowing; provided that if the circumstances giving rise to such notice do not affect all the Lendersonly one Type of Borrowings, then the Borrower may make requests for Eurodollar Competitive other Type of Borrowings to Lenders that are not affected thereby. Each determination by the Administrative Agent under this Section 2.09 shall be conclusive absent manifest errorpermitted.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days i. If prior to the commencement of any Interest Period for a Eurodollar Borrowing Eurocurrency Borrowing: the Administrative Agent determines (which determination shall have determined be conclusive absent manifest error) that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate, Rate for such Interest Period (and the actions described in Section 2.14(b) have not taken place); or the Administrative Agent shall have been informed is advised by the Required Lenders (or, in or the case Majority Lenders under the Revolving Facility of a Eurodollar Competitive Loan, any Lender required to make such Loan) Class that the rates at which Adjusted LIBO Rate for such dollar deposits are being offered Interest Period will not adequately and fairly reflect the cost to the Required such Lenders (or such Lender) of making or maintaining their or its Eurodollar Loan during Loans included in such Borrowing for such Interest Period, ; then the Administrative Agent shall, as soon as practicable thereafter, shall give written or telecopy notice thereof to the Borrower Borrowers and the Lenders. In the event of any such noticeLenders by telephone or electronic means as promptly as practicable thereafter and, until the Administrative Agent shall have advised notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (ix) any request by Interest Election Request that requests the Borrower for conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Revolving Credit Eurocurrency Borrowing pursuant to Section 2.04 shall be deemed ineffective and such Borrowing shall be converted to be a request for or continued as on the last day of the Interest Period applicable thereto an ABR Borrowing Borrowing, and (iiy) if any request by the Borrower for Borrowing Request requests a Eurodollar Competitive Eurocurrency Borrowing, such Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected thereby. Each determination by the Administrative Agent under this Section 2.09 shall be conclusive absent manifest errormade as an ABR Borrowing.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days If prior to the commencement of any Interest Period for a Eurodollar Borrowing Borrowing: (a) the Administrative Agent Lender determines (which determination shall have determined be conclusive absent manifest error) that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Lender determines that the Adjusted LIBO Rate or the Administrative Agent shall have been informed by the Required Lenders (orLIBO Rate, in the case of a Eurodollar Competitive Loanas applicable, any Lender required to make for such Loan) that the rates at which such dollar deposits are being offered Interest Period will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) Lender of making or maintaining their or its Eurodollar Loan during Loans included in such Borrowing for such Interest Period, ; then the Administrative Agent shall, as soon as practicable thereafter, Lender shall give written or telecopy notice thereof to the Borrower and the Lenders. In the event of any such noticeby telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent shall have advised Lender notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by Interest Election Request that requests the Borrower for conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing ineffective, and (ii) if any request by the Borrower for Borrowing Request requests a Eurodollar Competitive Revolving Borrowing, such Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agentmade as an ABR Borrowing; provided that if the circumstances giving rise to such notice do not affect all the Lendersonly one Type of Borrowings, then the Borrower may make requests for Eurodollar Competitive other Type of Borrowings to Lenders that are not affected thereby. Each determination by the Administrative Agent under this Section 2.09 shall be conclusive absent manifest errorpermitted. SECTION 2.12.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days If prior to the commencement of any Interest Period for a Eurodollar Borrowing Borrowing: (a) the Administrative Agent determines (which determination shall have determined be conclusive absent manifest error) that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that adequate and reasonable means (including, without limitation, by means of an Interpolated Rate) do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent shall have been informed is advised by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which Adjusted LIBO Rate or the LIBO Rate, as applicable, for such dollar deposits are being offered Interest Period will not adequately and fairly reflect the cost to the Required such Lenders (or such Lender) of making or maintaining their Loans (or its Eurodollar Loan during Loan) included in such Borrowing for such Interest Period, ; then the Administrative Agent shall, as soon as practicable thereafter, shall give written or telecopy notice thereof to the Borrower Borrowers and the Lenders. In the event of any such noticeLenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent shall have advised notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by Interest Election Request that requests the Borrower for conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing ineffective and (ii) if any request by the Borrower for Borrowing Request requests a Eurodollar Competitive Revolving Borrowing, such Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agentmade as an ABR Borrowing; provided that if the circumstances giving rise to such notice do not affect all the Lendersonly one Type of Borrowings, then the Borrower may make requests for Eurodollar Competitive other Type of Borrowings to Lenders that are not affected thereby. Each determination by the Administrative Agent under this Section 2.09 shall be conclusive absent manifest error.permitted; provided further, if any such Borrowing is to be denominated in an Offshore

Alternate Rate of Interest. In the event, and on each occasion, that on the day two (2) Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing Borrowing, the Administrative Agent shall have determined that (which determination shall be conclusive and binding upon the Borrowers) that: (a) dollar deposits in the principal amounts of the Loans comprising amount set forth in such request for Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates rate at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank or the Required Lenders (or such Lender) Swing Line Bank of making or maintaining their or the principal amount of its Eurodollar Loan comprising such Borrowing during such Interest Period, or (b) reasonable means do not exist for ascertaining the Administrative LIBO Rate, then the Agent shall, shall as soon as practicable thereafter, thereafter give written or telecopy notice thereof of such determination to the Company, the Banks and/or the Swing Line Bank; and any request by a Borrower and for the Lenders. In the event making of any such noticea Eurodollar Borrowing shall, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR a Borrowing to be comprised of (i) if such Borrowing is a Floor Plan Loan Borrowing, Comerica Prime Rate Loans, and (ii) any request by the Borrower for a Eurodollar Competitive if such Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lendersis an Acquisition Loan Borrowing, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected therebyAlternate Base Rate Loans. Each determination by of the Administrative Agent under this Section 2.09 hereunder shall be conclusive absent manifest demonstrable error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar Dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar Dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) any Lender of making or maintaining their or its Eurodollar Loan during such Interest Periodperiod, or that reasonable means do not exist for ascertaining the LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy telecopied notice thereof of such determination to the Borrower and the Lenders. In the event of any such noticedetermination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing and (ii) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing; PROVIDED, HOWEVER, that any request for such a Eurodollar Standby Borrowing may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected therebybe revoked by the Borrower, as soon as is practicable after receiving the aforementioned notice from the Agent. Each determination by the Administrative Agent under this Section 2.09 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Eurocurrency Borrowing the Administrative Agent shall have determined that dollar deposits in the applicable currency in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) any Lender of making or maintaining their or its Eurodollar Eurocurrency Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the Borrower and the Lenders. In the event of any such noticedetermination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Eurocurrency Borrowing pursuant to Section 2.04 shall 2.03 or 2.09 shall, in the case of a Borrowing denominated in Dollars, be deemed to be a request for an ABR Borrowing and (iishall, in the case of a Borrowing denominated in Local Currency, be disregarded. In the event that an outstanding Borrowing denominated in Local Currency cannot be continued into a new Interest Period by reason of the immediately preceding sentence, such Borrowing shall, at the end of the Interest Period in effect therefor, be replaced with a Borrowing denominated in Dollars as provided in Section 2.01(b) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected therebyor prepaid. Each determination by the Administrative Agent under this Section 2.09 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. (a) In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing (a) the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that adequate and reasonable means do not exist for ascertaining determining the Adjusted LIBO Rate, Rate for such Interest Period or (b) the Administrative Agent shall have been informed is advised by the Required Lenders (or, reasonably and in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) good faith that the rates at which Adjusted LIBO Rate for such dollar deposits are being offered Interest Period will not adequately and fairly reflect the cost to the Required such Lenders (or such Lender) of making or maintaining their or its Eurodollar Loan during Loans included in such Borrowing, for such Interest Period, then the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the Borrower and the Lenders. In the event of any such notice, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such written notice no longer exist, (iA) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing and (iiB) any request by Interest Period election that requests the Borrower for conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected thereby. Each determination by the Administrative Agent under this Section 2.09 shall be conclusive absent manifest errorineffective.

Alternate Rate of Interest. (a) In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing (i) the Administrative Agent shall have reasonably determined that dollar deposits in the principal amounts and denominations of the Eurodollar Term Loans comprising such any Eurodollar Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered in the London interbank market will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) any Lender of making or maintaining their or its Eurodollar Term Loan during the applicable Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period or (ii) the Required Lenders notify the Administrative Agent that the Adjusted LIBO Rate for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Term Loans for such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice thereof of such determination to the Borrower and the Lenders. In the event of any such noticedetermination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist (which the Administrative Agent agrees to give promptly after such circumstances no longer exist), (i) any request by each affected Eurodollar Term Loan shall automatically, on the last day of the current Interest Period for such Term Loan, convert into an ABR Term Loan and the obligations of the Lenders to make Eurodollar Term Loans denominated in dollars or to convert ABR Term Loans into Eurodollar Term Loans shall be suspended until the Administrative Agent shall notify the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing and (ii) any request by that the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent; provided Required Lenders have determined that if the circumstances giving rise to causing such notice do not affect all the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected therebysuspension no longer exist. Each determination by the Administrative Agent under this Section 2.09 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days If prior to the commencement of any Interest Period for a Eurodollar Borrowing Borrowing: (a) the Administrative Agent reasonably determines (which determination shall have determined be conclusive absent manifest error) that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate, Rate for such Interest Period; or (b) the Administrative Agent shall have been informed is advised by the Required Lenders (or, in based on the case reasonable determination of a Eurodollar Competitive Loan, any Lender required to make such LoanRequired Lenders) that the rates at which Adjusted LIBO Rate for such dollar deposits are being offered Interest Period will not adequately and fairly reflect the cost to the Required such Lenders (or such Lender) of making or maintaining their or its Eurodollar Loan during Loans included in such Borrowing for such Interest Period, ; then the Administrative Agent shall, as soon as practicable thereafter, shall give written or telecopy notice thereof to the Borrower Company and the Lenders. In the event of any such Lenders by telephone (followed by written or facsimile notice) or facsimile or in writing as promptly as practicable thereafter and, until the Administrative Agent shall have advised notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by Interest Election Request that requests the Borrower for conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing ineffective and (ii) if any request by the Borrower for Borrowing Request requests a Eurodollar Competitive Borrowing, such Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent; made as an ABR Borrowing provided that if the circumstances giving rise to such notice do not affect all the Lendersonly one Type of Borrowings, then the Borrower may make requests for Eurodollar Competitive other Type of Borrowings to Lenders that are not affected thereby. Each determination by the Administrative Agent under this Section 2.09 shall be conclusive absent manifest errorpermitted.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) any Lender of making or maintaining their or its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Administrative Adjusted LIBO Rate or the LIBO Rate, the Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the Borrower and the Lenders. In the event of any such noticedetermination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing and (iiI) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative AgentAgent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing. In the event of any such determination, the Lenders shall negotiate with the Borrower, at its request, as to the interest rate which the Loans comprising such an ABR Borrowing shall bear; provided that if such Loans shall bear interest as provided in Section 2.08(b) pending the circumstances giving rise to such notice do not affect all the Lenders, then execution by the Borrower may make requests and the Lenders of a written agreement providing for Eurodollar Competitive Borrowings to Lenders that are not affected therebya different interest rate. Each determination by the Administrative Agent under this Section 2.09 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar (a) Dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loanb) that the rates at which such dollar Dollar deposits are being offered will not adequately and fairly reflect the cost to Lenders having Commitments representing at least 20% of the Required Lenders (or such Lender) Total Commitment of making or 18 maintaining their or its Eurodollar Loan Loans during such Interest Period, or (c) reasonable means do not exist for ascertaining the LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the Borrower and the Lenders. In the event of any such noticedetermination (other than any such determination pursuant to clause (b) of the preceding sentence, to the extent the circumstances giving rise to such determination would also give Lenders the right to demand additional amounts pursuant to Section 2.14), until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing and (ii) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected thereby. Each determination by the Administrative Agent under this Section 2.09 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event(a) Subject to Section 2.14(b), and on each occasion, that on the day two Business Days if prior to the commencement of any Interest Period for a Eurodollar Borrowing Borrowing: (i) the Administrative Agent determines (which determination shall have determined be conclusive absent manifest error) that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO RateRate or the LIBO RateLIBOR, as applicable, for such Interest Period; or (ii) the Administrative Agent shall have been informed is advised by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which Adjusted LIBO Rate or the LIBO RateLIBOR, as applicable, for such dollar deposits are being offered Interest Period will not adequately and fairly reflect the cost to the Required such Lenders (or such Lender) of making or maintaining their Loans (or its Eurodollar Loan during Loan) included in such Borrowing for such Interest Period, ; then the Administrative Agent shall, as soon as practicable thereafter, shall give written or telecopy notice thereof to the Borrower Borrowers and the Lenders. In the event of any such noticeLenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent shall have advised notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any request by Interest Election Request that requests the Borrower for conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be ineffective, and (B) if any Borrowing Request requests a Eurodollar Revolving Credit Borrowing, such Borrowing pursuant to Section 2.04 shall be deemed to be a request for made as an ABR Borrowing and (ii) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative AgentBorrowing; provided that if the circumstances giving rise to such notice do not affect all the Lendersonly one Type of Borrowings, then the Borrower may make requests for Eurodollar Competitive other Type of Borrowings to Lenders that are not affected thereby. Each determination by the Administrative Agent under this Section 2.09 shall be conclusive absent manifest errorpermitted.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing Eurocurrency Borrowing, (a) the Administrative Agent shall have determined that dollar deposits in the principal amounts and currencies of the Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining (b) the LIBO Rate, or Majority Banks shall have determined (and notified the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such LoanAgent) that the rates rate at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) any Bank of making or maintaining their or its Eurodollar Eurocurrency Loan during such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the Borrower Borrowers and the LendersBanks. In the event of any such noticedetermination, any request by a Borrower for a Eurocurrency Loan shall, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing and Loan (iiif the requested Eurocurrency Loan was to be a Dollar Loan or a Foreign Currency Revolving Loan pursuant to a Foreign Currency Addendum in which no "Base Rate" is specified) any or a request by the Borrower for a Eurodollar Competitive Borrowing Foreign Currency Loan bearing interest by reference to the "Base Rate" specified in the applicable Foreign Currency Addendum (if the requested Eurocurrency Loan was to be a Foreign Currency Revolving Loan pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected therebya Foreign Currency Addendum in which a "Base Rate" is specified). Each such determination by the Administrative Agent under this Section 2.09 or the Majority Banks hereunder, made in good faith, shall be conclusive absent manifest errorcreate a rebuttable presumption that the same is accurate.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent Lender shall have determined in good faith that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) Lender of making or maintaining their or its Eurodollar Loan Loans during such Interest Period, or that reasonable means do not exist for ascertaining the Administrative Agent Eurodollar Rate, the Lender shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the Borrower and the LendersBorrower. In the event of any such noticedetermination, until the Administrative Agent Lender shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a continuation of a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 2.02 shall be deemed to be a request for an ABR Borrowing and (ii) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agentcontinuation as a Base Rate Borrowing; provided that if that, in the event the circumstances giving rise to such notice do not affect all shall cease to exist, (a) the Lenders, then Lender shall so notify the Borrower may make requests for as soon as practicable and (b) on the third Business Day following the delivery of notice pursuant to clause (a), such Base Rate Borrowing shall automatically be converted into a Eurodollar Competitive Borrowings Borrowing with an Interest Period of one month (or such other Interest Period as the Borrower shall have elected in writing by delivery to Lenders that are not affected therebythe Lender of a Loan/Continuation Notice). Each determination by the Administrative Agent under this Section 2.09 Lender hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have in good faith determined that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) majority in interest of the Banks of making or maintaining their or its Eurodollar Loan Loans during such Interest Period, or that reasonable means do not exist for ascertaining the Administrative Eurodollar Rate, the Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the Borrower and the LendersBanks. In the event of any such noticedetermination, (i) any request by the Borrower for a Eurodollar Borrowing pursuant to Section 2.03 shall, until the Administrative Agent shall have advised the Borrower and the Lenders Banks that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an 39 34 ABR Borrowing and (ii) any request by the Borrower for a Eurodollar Competitive Auction Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agentineffective; provided that (A) if the circumstances giving rise to such notice do not affect all the LendersBanks, then the requests by Borrower may make requests for Eurodollar Competitive Auction Borrowings may be made to Lenders Banks that are not affected therebythereby and (B) if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted. Each determination by the Administrative Agent under this Section 2.09 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on or before the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined determined, or shall have been advised by the Required Lenders or the applicable Lender required to make a Eurodollar Loan, that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) any Lender of making or maintaining their or its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the Borrower Borrowers and the Lenders. In the event of any such noticedetermination, until the Administrative Agent shall have advised the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower Borrowers for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing and (ii) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent; Borrowing, provided that if the circumstances giving rise to such notice determination do not affect all the Lenders, then requests by the Borrower may make requests Borrowers for Eurodollar Competitive Borrowings may be made to Lenders that are not affected therebythereby and such unaffected Lender shall remain obligated to make the Eurodollar Loan contained in such request on the terms and subject to the conditions set forth in this Restated Credit Agreement. Each determination by the Administrative Agent under this Section 2.09 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days (a) If prior to the commencement of any Interest Period for a Eurodollar Borrowing LIBOR Borrowing: (i) the Administrative Agent shall have determined determines in good faith that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that adequate and reasonable means do not exist for ascertaining the LIBO Rate, Rate for such Interest Period; or (ii) the Administrative Agent shall have been informed is advised by the Required Lenders (or, acting in the case of a Eurodollar Competitive Loan, any Lender required to make such Loangood faith) that the rates at which LIBO Rate for such dollar deposits are being offered Interest Period will not adequately and fairly reflect the cost to the Required such Lenders (or such Lender) of making or maintaining their or its Eurodollar Loan during Loans included in such Borrowing for such Interest Period, ; then the Administrative Agent shall, as soon as practicable thereafter, shall give written or telecopy notice thereof to the Borrower and the Lenders. In the event of any such noticeLenders as promptly as practicable thereafter and, until the Administrative Agent shall have advised notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (ix) any request by Interest Election Request that requests the Borrower for conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Revolving Credit LIBOR Borrowing pursuant to Section 2.04 shall be deemed ineffective and such Borrowing shall be converted to be a request for an ABR Base Rate Borrowing on the last day of the Interest Period applicable thereto, and (iiy) if any request by the Borrower for Borrowing Request requests a Eurodollar Competitive LIBOR Borrowing, such Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected therebymade as an Base Rate Borrowing. Each determination by the Administrative Agent under this Section 2.09 shall be conclusive absent manifest error.(b)

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing Loan, the Administrative U.S. Agent (in the case of a U.S. Loan) or the Australian Agent (in the case of an Australia/U.S. Loan) shall have determined in good faith that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank marketmarket or other market in which Lenders ordinarily raise dollars to fund Loans of the requested Type, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) any Lender of making or maintaining their or its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Administrative LIBO Rate, then such Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the relevant Borrower and the Lenders. In the event of any such noticedetermination, (i) any request by Alcoa or a Borrowing Subsidiary after the date of such notice for a Eurodollar Borrowing pursuant to Section 2.03 or 2.10 shall, until the Administrative U.S. Agent shall have advised the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing Borrowing, and (ii) any request by until the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 Australian Agent shall be of no force have advised the Borrowers and effect and shall be denied by the Administrative Agent; provided Lenders that if the circumstances giving rise to such notice do not affect all the Lendersno longer exist, then the Borrower an Australian Lender may make requests for Eurodollar Competitive Borrowings be relieved of its obligation to Lenders that are not affected therebyprovide such Loans. Each determination by the Administrative an Agent under this Section 2.09 hereunder shall be conclusive absent manifest error. SECTION 2.09.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing (i) the Administrative Agent shall have reasonably determined that dollar deposits in the principal amounts and denominations of the Eurodollar Term Loans comprising such any Eurodollar Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered in the London interbank market will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) any Lender of making or maintaining their or its Eurodollar Term Loan during the applicable Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period or (ii) the Required Lenders notify the Administrative Agent that the Adjusted LIBO Rate for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Term Loans for such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice thereof of such determination to the Borrower and the Lenders. In the event of any such noticedetermination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist (which the Administrative Agent agrees to give promptly after such circumstances no longer exist), (i) any request by each affected Eurodollar Term Loan shall automatically, on the last day of the current Interest Period for such Term Loan, convert into an ABR Term Loan and the obligations of the Lenders to make Eurodollar Term Loans denominated in dollars or to convert ABR Term Loans into Eurodollar Term Loans shall be suspended until the Administrative Agent shall notify the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing and (ii) any request by that the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent; provided Required Lenders have determined that if the circumstances giving rise to causing such notice do not affect all the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected therebysuspension no longer exist. Each determination by the Administrative Agent under this Section 2.09 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the eventSubject to Section 2.27, and on each occasion, that on the day two Business Days if prior to the commencement of any Interest Period for a Eurodollar Borrowing Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall have determined be conclusive absent manifest error) that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate, Rate for such Interest Period; or (b) the Administrative Agent shall have been informed is advised by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which Adjusted LIBO Rate for such dollar deposits are being offered Interest Period will not adequately and fairly reflect the cost to the Required such Lenders (or such Lender) of making or maintaining their or its Eurodollar Loan during Loans included in such Borrowing for such Interest Period, ; the Administrative Agent shall, as soon as practicable thereafter, shall give written or telecopy notice thereof to the Borrower and the Lenders. In the event of any such noticeLenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent shall have advised notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by Interest Election Request that requests the Borrower for conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Revolving Credit Eurocurrency Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing ineffective and (ii) if any request by the Borrower for Borrowing Request requests a Eurodollar Competitive Eurocurrency Borrowing, then such Borrowing pursuant to Section 2.03 shall be of no force made as an ABR Borrowing; provided, however, that, in each case and effect and shall be denied by notwithstanding anything to the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenderscontrary in this Agreement, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders revoke any Borrowing Request that are not affected therebyis pending when such notice is received. Each determination by the Administrative Agent under this Section 2.09 shall be conclusive absent manifest error.2.15

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) any Lender of making or maintaining their or its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the Borrower Borrowers and the Lenders. In the event of any such noticedetermination, until the Administrative Agent shall have advised the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (ia) any request by the any Borrower for a Domestic Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 2.03 shall be deemed to be a request for an ABR Borrowing and (iib) any request by the any Foreign Borrower for a Eurodollar Competitive Foreign Revolving Borrowing pursuant to Section 2.03 shall be deemed to be a request for a Borrowing bearing a rate of interest agreed upon by such Borrower and the Lenders as adequately and fairly reflecting the costs of the Lenders in making or maintaining Loans during the applicable Interest Period plus 2.25% per annum and, unless such a rate has been so agreed upon, no force and effect and Loans shall be denied by made in respect of such request and all outstanding Foreign Revolving Borrowings shall be prepaid at the Administrative Agent; provided that if expiration of the circumstances giving rise to such notice do not affect all the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected therebyInterest Period applicable thereto. Each determination by the Administrative Agent under this Section 2.09 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank inter-bank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to Lenders having outstanding Loans and unused Commitments representing at least 20% of the Required Lenders (or such Lender) aggregate outstanding Loans and unused Commitments in respect of the affected Credit Facility of making or maintaining their or its Eurodollar Loan Loans during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the each Borrower and the Lenders. In the event of any such noticedetermination, any request by either Borrower for a Eurodollar Borrowing pursuant to Section 2.03 or 2.10 shall, until the Administrative Agent shall have advised the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing and (ii) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected therebyBorrowing. Each determination by the Administrative Agent under this Section 2.09 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) any Lender of making or maintaining their or its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Administrative Adjusted LIBO Rate or the LIBO Rate, the Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the Borrower Borrowers and the Lenders. In the event of any such noticedetermination, until the Administrative Agent shall have advised the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing and (ii) any request by the either Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative AgentAgent and (ii) any request by either Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing. In the event of any such determination, the Lenders shall negotiate with the Borrowers, at their request, as to the interest rate which the Loans comprising such an ABR Borrowing shall bear; provided that if such Loans shall bear interest as provided in Section 2.08(b) pending the circumstances giving rise to such notice do not affect all execution by the Lenders, then Borrowers and the Borrower may make requests Lenders of a written agreement providing for Eurodollar Competitive Borrowings to Lenders that are not affected therebya different interest rate. Each determination by the Administrative Agent under this Section 2.09 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (i) that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, market or (ii) that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) of making or maintaining their or its Eurodollar Loan during such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the Borrower Borrowers and the Lenders. In the event of any such noticedetermination under clause (i) or (ii) above, until the Administrative Agent shall have advised the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the a Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 2.03 shall be deemed to be a request for an ABR Borrowing Borrowing. In the event the Required Lenders notify the Agent that the rates at which dollar deposits are being offered will not adequately and (ii) any request by fairly reflect the cost to such Lenders of making or maintaining Eurodollar Loans during such Interest Period, the Agent shall notify the applicable Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 of such notice and until the Required Lenders shall be of no force and effect and shall be denied by have advised the Administrative Agent; provided Agent that if the circumstances giving rise to such notice do not affect all the Lendersno longer exist, then the any request by such Borrower may make requests for a Eurodollar Competitive Borrowings to Lenders that are not affected thereby. Each determination by the Administrative Agent under this Section 2.09 Borrowing shall be conclusive absent manifest error.deemed a request for an ABR

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) of making or maintaining their or its Eurodollar Loan during such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the Borrower and the Lenders. In the event of any such noticedetermination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 2.03 shall be deemed to be a request for an ABR Borrowing and (ii) any request by the Borrower for to convert an ABR Borrowing to a Eurodollar Competitive Borrowing pursuant to Section 2.03 2.10 shall be of no force and effect and shall be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected thereby. Each determination by the Administrative Agent under this Section 2.09 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Eurocurrency Borrowing denominated in Dollars, the Administrative Paying Agent shall have determined that dollar (a) deposits in the principal amounts of the Loans comprising such Borrowing in Dollars are not generally available in the London interbank relevant market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loanb) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lender or Lenders (or holding a majority of the Eurocurrency Loans comprising such Lender) Eurocurrency Borrowing of making or maintaining their or its Eurodollar Loan such Eurocurrency Loans during such Interest Period, or (c) reasonable means do not exist for ascertaining the Administrative Adjusted LIBO Rate, the Paying Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the Borrower and the Lenders. In the event of any such noticedetermination, until the Administrative Paying Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Eurocurrency Borrowing denominated in Dollars pursuant to Section 2.04 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing and (ii) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected therebyBase Rate Borrowing. Each determination by the Administrative Paying Agent under this Section 2.09 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business 35 146 Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have in good faith determined that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) majority in interest of the Banks of making or maintaining their or its Eurodollar Loan Loans during such Interest Period, or that reasonable means do not exist for ascertaining the Administrative Eurodollar Rate, the Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the Borrower and the LendersBanks. In the event of any such noticedetermination, (i) any request by the Borrower for a Eurodollar Borrowing pursuant to Section 2.03 shall, until the Administrative Agent shall have advised the Borrower and the Lenders Banks that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing and (ii) any request by the Borrower for a Eurodollar Competitive Auction Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agentineffective; provided that (A) if the circumstances giving rise to such notice do not affect all the LendersBanks, then the requests by Borrower may make requests for Eurodollar Competitive Auction Borrowings may be made to Lenders Banks that are not affected therebythereby and (B) if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted. Each determination by the Administrative Agent under this Section 2.09 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that (i) on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Eurocurrency Borrowing the Administrative Agent shall have determined that dollar deposits in the applicable currency in the principal amounts of the Loans comprising such Borrowing are not generally available in the London applicable interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to a majority in interest of the Required applicable Lenders (or such Lender) of making or maintaining their or its Eurodollar Loan Eurocurrency Loans during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the EURIBO Rate, or (ii) at any time the Administrative Agent shall have determined that adequate and reasonable means do not exist for ascertaining the Daily Simple XXXXX, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice thereof of such determination to the Borrower applicable Borrowers and the applicable Lenders. In the event of any such noticedetermination, until the Administrative Agent shall have advised the Borrower applicable Borrowers and the applicable Lenders that the circumstances giving rise to such notice no longer exist, (ix) any request by the a Borrower for a Eurodollar Revolving Credit Eurocurrency Borrowing in the affected currency, pursuant to Section 2.04 2.03 or 2.10 shall be deemed to be a request for a Daily Ratean ABR Borrowing, if the applicable currency is in dollars, or otherwise shall be ineffective, and (y) any outstanding XXXXX Borrowing shall be converted to an ABR Borrowing and (ii) any request by in an amount equal to the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by Dollar Equivalent thereof on the date specified therefor in such currencynotice from the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected thereby. Each determination by the Administrative Agent under this Section 2.09 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to Lenders having outstanding Loans and unused Commitments representing at least 20% of the Required Lenders (or such Lender) aggregate outstanding Loans and unused Commitments in respect of the affected Credit Facility of making or maintaining their or its Eurodollar Loan Loans during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the each Borrower and the Lenders. In the event of any such noticedetermination, any request by either Borrower for a Eurodollar Borrowing pursuant to SECTION 2.03 or 2.10 shall, until the Administrative Agent shall have advised the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing and (ii) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected therebyBorrowing. Each determination by the Administrative Agent under this Section 2.09 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing or SOFR Borrowing the Administrative Agent shall have determined (a) with respect to a Eurodollar Borrowing, that dollar Dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loanb) that the rates at which such dollar Dollar deposits are being offered or Adjusted Term SOFR will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) of making or maintaining their Eurodollar Loans or its Eurodollar Loan SOFR Loans, as applicable, during such Interest PeriodPeriod or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate or Adjusted Term SOFR, as applicable, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice thereof of such determination to the Borrower and the Lenders. In the event of any such noticedetermination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing or SOFR Borrowing, as applicable, pursuant to Section 2.04 Sections 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing and (ii) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected therebyBorrowing. Each determination by the Administrative Agent under this Section 2.09 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days (a) If prior to the commencement of any Interest Period for a Eurodollar Borrowing Borrowing: (x) the Administrative Agent determines (which determination shall have determined be final and conclusive absent manifest error) that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate, Rate for such Interest Period; or (y) the Administrative Agent determines (which determination shall have been informed be final and conclusive absent manifest error) or is advised in writing by the Required Majority Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which Adjusted LIBO Rate for such dollar deposits are being offered Interest Period will not adequately and fairly reflect the cost to the Required such Lenders (or such Lender) of making or maintaining their or its Eurodollar Loan during Loans included in such Borrowing for such Interest Period, ; then the Administrative Agent shall, as soon as practicable thereafter, shall give written or telecopy notice thereof to the Borrower and the Lenders. In the event of any such noticeLenders as promptly as practicable thereafter and, until the Administrative Agent shall have advised the notifies Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by Eurodollar Borrowing requested to be made on the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 first day of such Interest Period shall be deemed to be made as a request for an ABR Borrowing and Market Disruption Loan, (ii) any request by Borrowings that were to have been converted on the Borrower for first day of such Interest Period to a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force continued as a Market Disruption Loan and effect and (iii) any outstanding Eurodollar Borrowing shall be denied by converted, on the Administrative Agent; provided that if last day of the circumstances giving rise then-current Interest Period, to such notice do not affect all the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected thereby. Each determination by the Administrative Agent under this Section 2.09 shall be conclusive absent manifest errora Market Disruption Loan.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) any Lender of making or maintaining their or its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the Borrower and the Lenders. In the event of any such noticedetermination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing (unless the Borrower shall have withdrawn its request for such Eurodollar Borrowing not later than 10:00 A.M. on the day of the proposed Borrowing) and (ii) any request by the Borrower for a Conversion to Eurodollar Competitive Borrowing Loans pursuant to Section 2.03 2.05 shall be of no force and effect and shall deemed to be denied by the Administrative Agent; provided that if the circumstances giving rise a request for a Conversion to such notice do not affect all the Lenders, then ABR Loans (unless the Borrower may make requests shall have withdrawn its request for Eurodollar Competitive Borrowings to Lenders that are such Conversion not affected therebylater than 10:00 A.M. on the day of the proposed Conversion). Each determination by the Administrative Agent under this Section 2.09 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing Loan, the Administrative U.S. Agent (in the case of a U.S. Loan) or the Australian Agent (in the case of an Australia/U.S. Loan) shall have determined in good faith that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank marketmarket or other market in which Lenders ordinarily raise dollars to fund Loans of the requested Type, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) any Lender of making or maintaining their or its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Administrative LIBO Rate, then such Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the relevant Borrower and the Lenders. In the event of any such noticedetermination, (i) any request by Alcoa or a Borrowing Subsidiary after the date of such notice for a Eurodollar Borrowing pursuant to Section 2.03 or 2.10 shall, until the Administrative U.S. Agent shall have advised the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing Borrowing, and (ii) any request by until the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 Australian Agent shall be of no force have advised the Borrowers and effect and shall be denied by the Administrative Agent; provided Lenders that if the circumstances giving rise to such notice do not affect all the Lendersno longer exist, then the Borrower an Australian Lender may make requests for Eurodollar Competitive Borrowings be relieved of its obligation to Lenders that are not affected therebyprovide such Loans. Each determination by the Administrative an Agent under this Section 2.09 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (i) that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, market or (ii) that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) of making or maintaining their or its Eurodollar Loan during such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the Borrower Borrowers and the Lenders. In the event of any such noticedetermination under clause (i) or (ii) above, until the Administrative Agent shall have advised the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the a Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 2.03 shall be deemed to be a request for an ABR Borrowing Borrowing. In the event the Required Lenders notify the Agent that the rates at which dollar deposits are being offered will not adequately and (ii) any request by fairly reflect the cost to such Lenders of making or maintaining Eurodollar Loans during such Interest Period, the Agent shall notify the applicable Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 of such notice and until the Required Lenders shall be of no force and effect and shall be denied by have advised the Administrative Agent; provided Agent that if the circumstances giving rise to such notice do not affect all the Lendersno longer exist, then the any request by such Borrower may make requests for a Eurodollar Competitive Borrowings to Lenders that are not affected thereby. Each determination by the Administrative Agent under this Section 2.09 Borrowing shall be conclusive absent manifest error.deemed a request

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) of making or maintaining their or its Eurodollar Loan Loans during such Interest Period, or that reasonable means do not exist for ascertaining the LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the Borrower and the Lenders. In the event of any such noticedetermination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing and (ii) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied rejected by the Administrative Agent; provided Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing. The Administrative Agent agrees to give written notice to the Borrower promptly after it determines that if the circumstances conditions giving rise to such any notice do not affect all under the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected therebyfirst sentence of this paragraph shall no longer be in effect. Each determination by the Administrative Agent under this Section 2.09 hereunder shall be presumed conclusive absent manifest errorerror but subject to rebuttal by the Borrower.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two (2) Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing Borrowing, the Administrative Agent shall have determined that (which determination shall be conclusive and binding upon the Borrowers) that: (a) dollar deposits in the principal amounts of the Loans comprising amount set forth in such request for Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates rate at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank or the Required Lenders (or such Lender) Swing Line Bank of making or maintaining their or the principal amount of its Eurodollar Loan comprising such Borrowing during such Interest Period, or (b) reasonable means do not exist for ascertaining the Administrative LIBO Rate, then the Agent shall, shall as soon as practicable thereafter, thereafter give written or telecopy notice thereof of such determination to the Company, the Banks and/or the Swing Line Bank; and any request by a Borrower and for the Lenders. In the event making of any such noticea Eurodollar Borrowing shall, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR a Borrowing to be comprised of (i) if such Borrowing is a Floor Plan Loan Borrowing, Comerica Prime Rate Loans, and (ii) any request by the Borrower for a Eurodollar Competitive if such Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected thereby. Each determination by the Administrative Agent under this Section 2.09 shall be conclusive absent manifest error.is an Acquisition Loan THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) any Bank of making or maintaining their or its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Administrative Adjusted LIBO Rate, the Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination (setting forth the bases therefor in reasonable detail) to the Borrower and the LendersBanks. In the event of any such noticedetermination, any request by the Borrower for a Eurodollar Borrowing pursuant to Section 2.03 or 2.10 shall, until the Administrative Agent shall have advised the Borrower and the Lenders Banks that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR a Base Rate Borrowing and (ii) any request by the Borrower for or a Eurodollar Competitive Fixed Rate Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then as the Borrower may make requests for elect following receipt of notice from the Agent that a Eurodollar Competitive Borrowings to Lenders that are Borrowing is not affected therebyavailable. Each determination by the Administrative Agent under this Section 2.09 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event(a) Subject to Section 2.14(b), and on each occasion, that on the day two Business Days if prior to the commencement of any Interest Period for a Eurodollar Borrowing Borrowing: (i) the Administrative Agent determines (which determination shall have determined be conclusive absent manifest error) that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (ii) the Administrative Agent shall have been informed is advised by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which Adjusted LIBO Rate or the LIBO Rate, as applicable, for such dollar deposits are being offered Interest Period will not adequately and fairly reflect the cost to the Required such Lenders (or such Lender) of making or maintaining their Loans (or its Eurodollar Loan during Loan) included in such Borrowing for such Interest Period, ; then the Administrative Agent shall, as soon as practicable thereafter, shall give written or telecopy notice thereof to the Borrower Borrowers and the Lenders. In the event of any such noticeLenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent shall have advised notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any request by Interest Election Request that requests the Borrower for conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be ineffective, and (B) if any Borrowing Request requests a Eurodollar Revolving Credit Borrowing, such Borrowing pursuant to Section 2.04 shall be deemed to be a request for made as an ABR Borrowing and (ii) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative AgentBorrowing; provided that if the circumstances giving rise to such notice do not affect all the Lendersonly one Type of Borrowings, then the Borrower may make requests for Eurodollar Competitive other Type of Borrowings to Lenders that are not affected thereby. Each determination by the Administrative Agent under this Section 2.09 shall be conclusive absent manifest error.permitted. 44

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to Lenders having outstanding Loans and unused Commitments representing at least 20% of the Required Lenders (or such Lender) aggregate outstanding Loans and unused Commitments in respect of the affected Credit Facility of making or maintaining their or its Eurodollar Loan Loans during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the each Borrower and the Lenders. In the event of any such noticedetermination, any request by either Borrower for a Eurodollar Borrowing pursuant to Section 2.03 or 2.10 shall, until the Administrative Agent ------------ ---- shall have advised the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing and (ii) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected therebyBorrowing. Each determination by the Administrative Agent under this Section 2.09 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days If prior to the commencement of any Interest Period for a Eurodollar Borrowing Borrowing: (a) the Administrative Agent Lender determines (which determination shall have determined be conclusive absent manifest error) that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate, Rate for such Interest Period; or (b) the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) determines that that the rates at which Adjusted LIBO Rate for such dollar deposits are being offered Interest Period will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) Lender of making or maintaining their or its Eurodollar Loan during Loans included in such Borrowing for such Interest Period, ; then the Administrative Agent shall, as soon as practicable thereafter, Lender shall give written or telecopy notice thereof to the Borrower and the Lenders. In the event of any such noticeby telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent shall have advised Lender notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by Interest Election Request that requests the Borrower for conversion of any Loan to, or continuation of any Loan as, a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 Loan shall be deemed to be a request for an ABR Borrowing ineffective and (ii) if any request by the Borrower for Borrowing Request requests a Eurodollar Competitive Loan, such Borrowing pursuant to Section 2.03 shall be made as a Money Market Loan with a Money Market Maturity Date of no force and effect and shall be denied by seven days from the Administrative Agent; date of such Borrowing, provided that if the circumstances giving rise to such notice do not affect all the Lendersonly one Interest Period or one Type of Borrowings, then the Borrower may make requests for Eurodollar Competitive other Interest Periods and Type of Borrowings to Lenders that are not affected thereby. Each determination by the Administrative Agent under this Section 2.09 shall be conclusive absent manifest error.permitted. 31

Alternate Rate of Interest. In the eventSubject to Section 2.27, and on each occasion, that on the day two Business Days if prior to the commencement of any Interest Period for a Eurodollar Borrowing SOFR Borrowing: (a) the Administrative Agent determines (which determination shall have determined be conclusive absent manifest error) that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that adequate and reasonable means do not exist for ascertaining the LIBO Rate, Adjusted Term SOFR for such Interest Period; or (b) the Administrative Agent shall have been informed is advised by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make that Adjusted Term SOFR for such Loan) that the rates at which such dollar deposits are being offered Interest Period will not adequately and fairly reflect the cost to the Required such Lenders (or such Lender) of making or maintaining their or its Eurodollar Loan during Loans included in such Borrowing for such Interest Period, ; the Administrative Agent shall, as soon as practicable thereafter, shall give written or telecopy notice thereof to the Borrower and the Lenders. In the event of any such noticeLenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent shall have advised notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by Interest Election Request that requests the Borrower for conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Revolving Credit SOFR Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing ineffective and (ii) if any request by the Borrower for Borrowing Request requests a Eurodollar Competitive SOFR Borrowing, then such Borrowing pursuant to Section 2.03 shall be of no force made as an ABR Borrowing; provided, however, that, in each case and effect and shall be denied by notwithstanding anything to the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenderscontrary in this Agreement, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders revoke any Borrowing Request that are not affected therebyis pending when such notice is received. Each determination by the Administrative Agent under this Section 2.09 shall be conclusive absent manifest error.2.15

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days If prior to the commencement of any Interest Period for a Eurodollar Borrowing Borrowing: (a) the Administrative Agent Lender determines (which determination shall have determined be conclusive absent manifest error) that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Lender determines that the Adjusted LIBO Rate or the Administrative Agent shall have been informed by the Required Lenders (orLIBO Rate, in the case of a Eurodollar Competitive Loanas applicable, any Lender required to make for such Loan) that the rates at which such dollar deposits are being offered Interest Period will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) Lender of making or maintaining their or its Eurodollar Loan during Loans included in such Borrowing for such Interest Period, ; then the Administrative Agent shall, as soon as practicable thereafter, Lender shall give written or telecopy notice thereof to the Borrower and the Lenders. In the event of any such noticeby telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent shall have advised Lender notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by Interest Election Request that requests the Borrower for conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing ineffective, and (ii) if any request by the Borrower for Borrowing Request requests a Eurodollar Competitive Borrowing, such Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agentmade as an ABR Borrowing; provided that if the circumstances giving rise to such notice do not affect all the Lendersonly one Type or Class of Borrowings, then the Borrower may make requests for Eurodollar Competitive other Type or Class of Borrowings to Lenders that are not affected thereby. Each determination by the Administrative Agent under this Section 2.09 shall be conclusive absent manifest errorpermitted, as the case may be. SECTION 2.12.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days If prior to the commencement of any Interest Period for a Eurodollar Borrowing Borrowing, the Administrative Agent shall have determined Bank determines reasonably and in good faith that dollar deposits in by reason of circumstances affecting the principal amounts of the Loans comprising such Borrowing are not relevant market generally available in the London interbank market, or that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which Adjusted LIBO Rate for such dollar deposits are being offered Interest Period will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) Bank of making or maintaining their or its Eurodollar Revolving Loan during included in such Borrowing for such Interest PeriodPeriod (as certified by the Bank), then the Administrative Agent shall, as soon as practicable thereafter, Bank shall give written or telecopy notice thereof to the Borrower and the Lenders. In the event of any such noticeby telephone, telecopy or e-mail as promptly as practicable thereafter and, until the Administrative Agent shall have advised Bank notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for continuation of any Revolving Loan as a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing ineffective, and (ii) any request by the Borrower for if a Eurodollar Competitive Revolving Loan is requested by Borrower, such Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agentmade as an ABR Borrowing; provided that if the circumstances giving rise to such notice do not affect all the Lendersonly one Type of Borrowings, then the Borrower may make requests for Eurodollar Competitive other Type of Borrowings to Lenders that are not affected thereby. Each determination by the Administrative Agent under this Section 2.09 shall be conclusive absent manifest errorpermitted to the extent otherwise allowed hereunder.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) any Bank of making or maintaining their or its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Administrative LIBO Rate, the Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the Borrower and the LendersBanks. In the event of any such noticedetermination, until the Administrative Agent shall have advised the Borrower and the Lenders Banks that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for the making of a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 Loan shall be deemed to be a request for an ABR Borrowing and (ii) any request by the Borrower for a conversion of an ABR Loan into a Eurodollar Competitive Borrowing Loan or the continuation of a Eurodollar Loan pursuant to Section 2.03 2.05 shall be of no force and effect and shall deemed to be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lendersa request for a continuation of, then the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected therebyor conversion into, an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.09 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (i) that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, market or (ii) that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) of making or maintaining their or its Eurodollar Loan during such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the Borrower and the Lenders. In the event of any such noticedetermination under clause (i) or (ii) above, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 2.03 shall be deemed to be a request for an ABR Borrowing Borrowing. In the event the Required Lenders notify the Agent that the rates at which dollar deposits are being offered will not adequately and (ii) fairly reflect the cost to such Lenders of making or maintaining Eurodollar Loans during such Interest Period, the Agent shall notify the Borrower of such notice and until the Required Lenders shall have advised the Agent that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then the Borrower may make requests deemed a request for Eurodollar Competitive Borrowings to Lenders that are not affected thereby. Each determination by the Administrative Agent under this Section 2.09 shall be conclusive absent manifest error.an ABR

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing Term Benchmark Borrowing, the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining Adjusted Term SOFR or the LIBO EURIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) of making or maintaining their or its Eurodollar Loan during such Interest Periodas applicable, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the Borrower Borrowers and the Lenders. In the event of any such noticedetermination, until the Administrative Agent shall have advised the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the a Borrower for a Eurodollar Revolving Credit Term Benchmark Borrowing pursuant to Section 2.04 2.03 shall be deemed to be a request for an ABR Borrowing and (ii) any request by in the Borrower for case of a Eurodollar Competitive Revolving Borrowing pursuant denominated in Euro, in an amount equal to Section 2.03 shall be of no force and effect and shall be denied by the Dollar Equivalent thereof). In the event the Required Lenders notify the Administrative Agent; provided Agent that if Adjusted Term SOFR will not adequately and fairly reflect the cost to such Lenders of making or maintaining Term Benchmark Loans in Dollars during such Interest Period, the Administrative Agent shall notify the applicable Borrower of such notice and until the Required Lenders shall have advised the Administrative Agent that the circumstances giving rise to such notice do not affect all no longer exist, any request by such Borrower for a Term Benchmark Borrowing shall be deemed a request for an ABR Borrowing (in the Lenderscase of a Revolving Borrowing denominated in Euro, then in an amount equal to the Borrower may make requests for Eurodollar Competitive Borrowings to Lenders that are not affected therebyDollar Equivalent thereof). Each determination by the Administrative Agent under this Section 2.09 hereunder shall be made in good faith and shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) any Lender of making or maintaining their or its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Administrative Adjusted LIBO Rate or the LIBO Rate, the Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the Borrower and the Lenders. In the event of any such noticedetermination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing and (ii) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then Agent and (ii) any request by the Borrower may make requests for a Eurodollar Competitive Borrowings Standby Borrowing pursuant to Lenders that are not affected thereby. Each determination by the Administrative Agent under this Section 2.09 2.04 shall be conclusive absent manifest error.deemed to be a request for an

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) any Lender of making or maintaining their or its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Administrative Adjusted LIBO Rate or the LIBO Rate, the Agent shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the Borrower and the Lenders. In the event of any such noticedetermination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing and (ii) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative AgentAgent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing. In the event of any such determination, the Lenders shall negotiate with the Borrower, at its request, as to the interest rate which the Loans comprising such an ABR Borrowing shall bear; provided that if such Loans shall bear interest as provided in Section 2.08(b) pending the circumstances giving rise to such notice do not affect all the Lenders, then execution by the Borrower may make requests and the Lenders of a written agreement providing for Eurodollar Competitive Borrowings to Lenders that are not affected therebya different interest rate. Each determination by the Administrative Agent under this Section 2.09 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing Borrowing, the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London relevant interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders (or such Lender) any Lender of making or maintaining their or its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written written, fax or telecopy electronic mail notice thereof of such determination to the Borrower Borrowers and the Lenders. In the event of any such noticedetermination, and subject to the following paragraphs of this Section 2.08, until the Administrative Agent shall have advised the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (ia) any request by the any Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 2.03 shall be deemed to be a request for an ABR Borrowing and (iib) any request by the any Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 2.10 shall be of no force and effect and shall be denied by the Administrative Agent; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then the Borrower may make requests deemed a request for Eurodollar Competitive Borrowings to Lenders that are not affected therebyan ABR Borrowing. Each determination by the Administrative Agent under this Section 2.09 2.08 shall be conclusive absent manifest error.. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be made in good faith and shall be conclusive absent manifest error), or the Required Lenders notify the Administrative Agent (with a copy to the Borrowers delivered pursuant to Section 9.01) that the Required Lenders have determined, that:

Alternate Rate of Interest. In If at any time the event, Agent determines (which determination shall be conclusive absent manifest error) that (i) adequate and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Three Month LIBOR Rate, or (ii) the Administrative Agent shall have been informed is advised by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at which such dollar deposits are being offered Three Month LIBOR Rate will not adequately and fairly reflect the cost to the Required such Lenders (or such Lender) of making or maintaining their LIBOR Loans, or its Eurodollar Loan during such Interest Period, (iii) if the Administrative Agent shall, or any Lender shall have determined in good faith that as soon as practicable thereafter, a result of any Change in Law it is unlawful or impossible for any Lender to make or maintain any LIBOR Loan; then in each case the Agent shall give written or telecopy notice thereof to the Borrower and the Lenders. In the event of any such noticeaffected Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent shall have advised notifies the Borrower and the such Lenders that the circumstances giving rise to such notice no longer exist, (i) any request LIBOR Request submitted by the Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 requesting the conversion of Base Rate Loans into LIBOR Loans shall be deemed to be a request for an ABR Borrowing and (ii) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agentineffective; provided that if as a result of a Change in Law the circumstances giving rise to such Lenders are prohibited from maintaining any outstanding LIBOR Loan, upon notice do not affect all from the LendersAgent, then the Borrower may make requests for Eurodollar Competitive Borrowings shall immediately (A) convert such LIBOR Loan to a Base Rate Loan, or (B) repay such LIBOR Loan in full, together with all interest accrued thereon and all fees and other amounts payable to the Lenders that are not affected thereby. Each determination by hereunder (in either case, subject to the Administrative Agent under provisions of Section 2.2(e) of this Section 2.09 shall be conclusive absent manifest errorAgreement with respect to redeployment costs).